Common use of Absence of Certain Changes or Events Clause in Contracts

Absence of Certain Changes or Events. Since December 31, 1998, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this Agreement, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998, there has not been (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any the Filed Company SEC Report filed Reports since December 31, 1998 and prior 2004, to the date of this Agreement, the Company and the Company Subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 19982004, there has not been (ia) any change in the financial condition, results of operations, or business of the Company or any of the Company Subsidiaries that would have a Material Adverse Effect with respect to on the Company, ; (iib) any damage, destruction destruction, or loss (whether or not covered by insurance) with respect to any property or asset assets of the Company or any Subsidiary and having, individually or in of the aggregate, Company Subsidiaries that would have a Material Adverse Effect with respect to on the Company, ; (iiic) any material change by the Company or any of the Company Subsidiaries in its their respective accounting methods, principles principles, or practices, except for compliance with respect to applicable new requirements of the Company Financial Accounting Standards Board or GAAP; (ivd) any revaluation by the Company or any of the Company Subsidiaries of any asset of their respective material assets in any material respect; (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than e) except in the ordinary course of business consistent with past practice, (v) any failure by or as set forth in the Company to revalue any asset in accordance with GAAP consistent with past practiceDisclosure Schedule at Section 2.08(e), (vi) any entry by the Company or any Subsidiary of the Company Subsidiaries into any commitment or transaction material to the Company and or any of the Subsidiaries taken Company Subsidiaries; (f) except as a wholeset forth in the Company Disclosure Schedule at Section 2.08(f), (vii) any declaration, setting aside aside, or payment of any dividend dividends or distribution distributions in respect of any capital stock shares of the Company Common Stock (other than regular, quarterly cash dividends paid thereon not in excess of $0.17 per share) or any redemption, purchase purchase, or other acquisition of any of its securities, securities or any of the securities of any of the Company Subsidiaries; or (viiig) other than except as set forth in any contracts (as the Company Disclosure Schedule at Section 2.08(g) other than in effect on the date hereof) referred to in Section 3.10ordinary course of business for employees other than officers of the Company, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase purchase, or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the CompanyCompany Subsidiaries.

Absence of Certain Changes or Events. Since December March 31, 19981997, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or as disclosed in any the IHK SEC Report Reports filed since December 31, 1998 and prior to the date of this Agreement, the Company IHK and the IHK Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998such date, there has not been (ia) any IHK Material Adverse Effect with respect to the CompanyEffect, (iib) any change by IHK in its accounting methods, principles or practices, except as may be required by U.S. GAAP, (c) any damage, destruction or loss (whether or not covered by insurance) with respect to any property properties or asset assets of the Company IHK or any IHK Subsidiary and havingthat, individually or in the aggregate, a would result in an IHK Material Adverse Effect with respect to the CompanyEffect, (iiid) any material change by declaration, setting aside or payment of any dividend or distribution in respect of shares of IHK Common Stock or any redemption, purchase or other acquisition of any of its securities other than the Company in its accounting methodspreviously declared regular quarterly dividend of $0.03 per share of IHK Common Stock, principles or practices, with respect to the Company (ive) any revaluation by IHK and the Company IHK Subsidiaries of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vif) any entry by the Company IHK or any IHK Subsidiary into any commitment or transaction material to the Company IHK and the IHK Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment except in the ordinary course of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securitiesbusiness consistent with past practice, (viiig) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company IHK or any IHK Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.,

Absence of Certain Changes or Events. Since December 31, 19982000, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31of the ancillary agreements to which it is a party, 1998 and prior to the date of this Agreement, the Company and the Subsidiaries have B has conducted their businesses its business only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998such date, there has not been (ia) any B Material Adverse Effect with respect or any event or circumstance reasonably likely to the Companyresult in a B Material Adverse Effect, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iiib) any material change by the Company B in its accounting (tax, financial or otherwise) methods, principles or practices, with respect to the Company (ivc) any revaluation by the Company B of any material asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vid) any entry by the Company or any Subsidiary B into any commitment or transaction material to B or any amendment or modification to, or waiver or relinquishment of any rights under, any B Permit or B Material Contract, other than after the Company date hereof in the regular, usual and the Subsidiaries taken as a wholeordinary course of business, (viie) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company B Shares or any redemption, purchase or other acquisition of any of its securities, (viiif) other than as set forth any split, combination or reclassification of any of the capital stock of B or any issuance, or the authorization of any issuance, of any securities in any contracts respect of, in lieu of or in substitution for shares of capital stock of B or (as in effect on the date hereofg) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit planplan relating to any employee of B, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any SubsidiaryB, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) as required by any entering into, renewal, modification Law or extension of, any material contract, arrangement existing agreement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Companyplan.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any the ------------------------------------ SEC Report Documents filed since December 31, 1998 and publicly available prior to the date of this Agreement (the "Filed SEC Documents") and except as disclosed in writing by Evergreen to the Company prior to the execution and delivery of the Agreement, or as it relates to the Viacom Transaction (as defined in Section 10.9) or as otherwise agreed to in writing after the date hereof by the Company and Evergreen, since the Subsidiaries date of the most recent audited financial statements included in the Filed SEC Documents, Evergreen and its subsidiaries have conducted their businesses business only in the ordinary course course, and in a manner consistent with past practice and, since December 31, 1998, there has not been (i) any change which could reasonably be expected to have an Evergreen Material Adverse Effect with respect to (including as a result of the Companyconsummation of the transactions contemplated by this Agreement), (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect of to any Of Evergreen's currently outstanding capital stock of the Company stock, (iii) any split, combination or any redemption, purchase or other acquisition reclassification of any of its securitiesoutstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock, (viiiiv) (x) any granting by Evergreen or any of its subsidiaries to any director, officer or other than as set forth in employee or independent contractor of Evergreen or any contracts (as in effect on the date hereof) referred to in Section 3.10, of its subsidiaries of any increase in compensation or establishment acceleration of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiarybenefits, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practiceprior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Filed SEC Documents, (ixy) any entering intogranting by Evergreen or any of its subsidiaries to any director, renewalofficer or other employee or independent contractor of any increase in, modification or extension acceleration of benefits in respect of, severance or termination pay, or pay in connection with any material contractchange of control of Evergreen, arrangement except in the ordinary course of business consistent with prior practice or as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed SEC Documents or (z) any entry by Evergreen or any of its subsidiaries into any employment, severance, change of control, or termination or similar agreement with any affiliate of the Companydirector, executive officer or other employee or independent contractor, or (xv) any entering intochange in accounting methods, renewalprinciples or practices by Evergreen or any of its subsidiaries materially affecting its assets, modification liability or extension ofbusiness, any contract, arrangement or agreement with any other party having, individually or except insofar as may have been required by a change in the aggregate, a Material Adverse Effect with respect to the Companygenerally accepted accounting principles.

Absence of Certain Changes or Events. Since December 31, 19982002, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to as set forth on Schedule 3.08 of the date of this AgreementCompany Disclosure Schedule, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice andpractice, since December 31, 1998, and there has not been (ia) any event or events having a Company Material Adverse Effect with respect to the CompanyEffect, (iib) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (ivc) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vid) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, except in the ordinary course of business and consistent with past practice, (viie) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viiif) any material damage, destruction or loss to property, whether or not covered by insurance, (g) any settlement or compromise of any material litigation, action or claim, or (h) other than as set forth in any pursuant to the contracts (as in effect on the date hereof) and Plans expressly referred to in Section 3.103.10 hereof, any increase in in, establishment or establishment material amendment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary for salary increases in compensation to employees generally incurred and benefit accruals in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any the SEC Report filed Documents, since December 31September 30, 1998 and prior to the date of this Agreement1996, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice andpractice, and there has not occurred any event, condition, circumstance, change or development (whether or not in the ordinary course of business) that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 3.11 hereto or as disclosed in any SEC Documents filed with the SEC and publicly available prior to November 1, 1997, since December 31September 30, 19981996, there has not been (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (ivii) any revaluation by the Company of any asset (includingof its or any Subsidiary's material assets, without limitationincluding but not limited to, any writing down of the value of inventory or writing off of notes or accounts receivable), any Rights to Receive other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (viiii) any entry outside the ordinary course of business by the Company or any Subsidiary into any commitment commitments or transaction material transactions material, individually or in the aggregate, to the Company and the Subsidiaries taken as a whole, (viiiv) any declaration, setting aside or payment of any dividend dividends or distribution distributions in respect of any capital stock the shares of the Company or Common Stock or, any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in semi-annual cash dividends of $.02 per share on outstanding Common Stock consistent with past practices, (v) any contracts grant or issuance of any Equity Securities of the Company or any Subsidiary; or (as in effect on the date hereofvi) referred to in Section 3.10, any increase in or in, establishment of or amendment of any Employment, Consulting or Severance Agreement, bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, including without limitation, limitation the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit planplan or agreement or arrangement, or any other increase in the compensation payable or to become payable to any present or former directors, officers or key employees of the Company or any Subsidiary, except customary for increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth ------------------------------------- disclosed in Section 3.08 Item 4.07 of the Disclosure Schedule Company Letter or as contemplated by this Agreement or disclosed in any the Company SEC Report Documents filed since December 31, 1998 and publicly available prior to the date of this AgreementAgreement (the "Company Filed SEC Documents"), since February 28, 1995, the Company and the Subsidiaries its subsidiaries have conducted their respective businesses only in the ordinary course course, and in a manner consistent with past practice and, since December 31, 1998, there has not been (i) any Material Adverse Effect material adverse change (as defined in Section 10.03) with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or other distribution in with respect of any to its capital stock (other than regular quarterly cash dividends not in excess of $.08 per Share and $.08 per Class B Share with usual record and payment dates and in accordance with the Company Company's present dividend policy) or any redemption, purchase or other acquisition of any of its securitiescapital stock, (viiiiii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10split, any increase in combination or establishment reclassification of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, of its capital stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any issuance or the authorization of any issuance of any other increase securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the compensation payable Company or to become payable any of its subsidiaries to any officers or key employees officer of the Company or any Subsidiaryof its subsidiaries of any increase in compensation, except customary increases in compensation the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of February 28, 1995, (y) any granting by the Company or any of its subsidiaries to employees generally incurred any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired (but not including the five most senior officers), or as was required under employment, severance or termination agreements in effect as of February 28, 1995, or (z) except employment agreements in the ordinary course of business consistent with past practice, (ix) practice with employees other than any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate executive officer of the Company, any entry by the Company or (x) any entering intoof its subsidiaries into any employment, renewalconsulting, modification severance, termination or extension of, any contract, arrangement or indemnification agreement with any other party havingsuch employee or executive officer, individually (v) any damage, destruction or in the aggregateloss, whether or not covered by insurance, that has or reasonably could be expected to have a Material Adverse Effect with respect to material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company, except as described in Item 4.07 of the Company Letter.

Absence of Certain Changes or Events. Since December 31June 30, 19981997, except as contemplated by this Agreement, as set forth in Section 3.08 3.1(i) of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any the SEC Report Reports filed since December 31, 1998 that date and prior up to the date of this Agreement, the Company and the Subsidiaries its subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998such date, there has not been (i) any Material Adverse Effect with respect to the Companycondition, (ii) any damage, destruction event or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and havingoccurrence which, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect with respect Effect, (ii) any termination or cancellation of, or any modification to, any agreement, arrangement or understanding which has had or would reasonably be expected to the Companyhave a Material Adverse Effect, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), its material assets other than in the ordinary course of business business, consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary of its subsidiaries into any commitment or transaction transactions material to the Company and the Subsidiaries taken as a wholeCompany, (viivi) any declaration, setting aside or payment of any dividend dividends or distribution distributions in respect of any capital stock the shares of the Company Common Stock or any redemption, purchase or other acquisition of any of its securities, (viiivii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit planplan or agreement or arrangement, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred of its subsidiaries other than in the ordinary course of business consistent with past practice or as was required under employment, severance or termination agreements in effect as of June 30, 1997, (viii) any bonus paid to the employees of the Company or its subsidiaries other than in the ordinary course of business and consistent with past practice, (ix) any entering into, renewal, modification sale or extension of, transfer of any material contract, arrangement or agreement with any affiliate assets of the Company, Company or its subsidiaries other than in the ordinary course of business and consistent with past practice or (x) any entering intoloan, renewaladvance or capital contribution to or investment in any person in an aggregate amount in excess of $100,000 by the Company or any subsidiary (excluding any loan, modification advance or extension ofcapital contribution to, or investment in, the Company or any contract, arrangement or agreement with any other party having, individually or in wholly owned subsidiary and except for drawdowns by the aggregate, a Material Adverse Effect with respect to the CompanyCompany under its credit facility).

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any the Company SEC Report Documents filed since December 31, 1998 and with the SEC prior to the date of this AgreementAgreement or as set forth in the Company Letter, since September 30, 1998, (A) the Company and the its Subsidiaries have conducted their businesses only not incurred any material liability or obligation (indirect, direct or contingent), or entered into any material oral or written agreement or other transaction, that is not in the ordinary course and of business or that would result in a manner consistent with past practice and, since December 31, 1998, there has not been (i) any Material Adverse Effect with respect to on the Company, (iiB) the Company and its Subsidiaries have not sustained any damageloss or interference with their business or properties from fire, destruction flood, windstorm, accident or loss other calamity (whether or not covered by insurance) with respect that has had a Material Adverse Effect on the Company, (C) there has been no change in the capital stock of the Company except for the issuance of shares of the Company Common Stock pursuant to Company Stock Options or the Company Stock Purchase Plan and no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock, (D) there has not been (v) any adoption of a new Company Plan (as hereinafter defined), (w) any amendment to a Company Plan materially increasing benefits thereunder, (x) any granting by the Company or any of its Subsidiaries to any property executive officer or asset other key employee of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in of its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company Subsidiaries of any asset (includingincrease in compensation, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than except in the ordinary course of business consistent with past practiceprior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents filed prior to the date hereof, (vy) any failure granting by the Company or any of its Subsidiaries to revalue any asset such executive officer or other key employee of any increase in accordance with GAAP consistent with past practice, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents filed prior to the date hereof or (viz) any entry by the Company or any Subsidiary of its Subsidiaries into any commitment employment, severance or transaction termination agreement with any such executive officer or other key employee, (E) there has not been any material to changes in the amount or terms of the indebtedness of the Company and the its Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution from that described in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on SEC Documents filed prior to the date hereofhereof and (F) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of there has been no event causing a Material Adverse Effect on the Company, or (x) nor any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party havingdevelopment that would, individually or in the aggregate, result in a Material Adverse Effect with respect to on the Company.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set ------------------------------------ forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any Recent SEC Report filed Documents, since December 31June 30, 1998 and prior to the date of this Agreement2000, the Company and the Subsidiaries its subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998such date, there has not been been: (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and havingevent that, individually or in the aggregate, has had or could reasonably be expected to have in the future a Company Material Adverse Effect with respect to Effect, (ii) any declaration, payment or setting aside for payment of any dividend or other distribution or any redemption or other acquisition of any shares of capital stock or securities of the Company by the Company, (iii) any material damage or loss to any material asset or property, whether or not covered by insurance, (iv) any change by the Company in its accounting methods, principles or practices, with respect to the Company (ivv) any revaluation by the Company of any asset (of its material assets or liabilities, including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), receivable other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practicebusiness, (vi) any entry by the Company or any Subsidiary of its subsidiaries into any commitment or transaction transactions material to the Company and the Subsidiaries its subsidiaries taken as a wholewhole (other than commitments or transactions entered into in the ordinary course of business), (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option Company Benefit Plan (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awardsas defined in Section 3.12), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any present or former directors or officers, or any employment, consulting or severance agreement or arrangement entered into with any such present or former directors, officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Companyits subsidiaries, or (xviii) any entering amendment (including any amendment of the exercise or other price to be paid in connection therewith) or cancellation of any rights, warrants, option, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or any securities or rights convertible into, renewalexchangeable for, modification or extension ofevidencing the right to subscribe for, any contractshares of capital stock of the Company or any of its subsidiaries. Since June 30, arrangement 2000, neither the Company nor any of its subsidiaries has taken, or agreement with failed to take, any other party having, individually or in action that would have constituted a breach of Section 5.1 hereof had the aggregate, a Material Adverse Effect with respect to the Companycovenants therein applied since that date.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any the Company SEC Report Documents filed since December 31, 1998 and publicly available prior to the date of this AgreementAgreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company Letter, since February 1, 1997, the Company and the Subsidiaries its subsidiaries have conducted their respective businesses only in the ordinary course course, and in a manner consistent with past practice and, since December 31, 1998, there has not been (i) any Material Adverse Effect material adverse change with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or other distribution in with respect of any to its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company Company's present dividend policy) or any redemption, purchase or other acquisition of any of its securitiescapital stock, (viiiiii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10split, any increase in combination or establishment reclassification of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, of its capital stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any issuance or the authorization of any issuance of any other increase securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the compensation payable Company or to become payable any of its subsidiaries to any officers or key employees officer of the Company or any Subsidiaryof its subsidiaries of any increase in compensation, except customary increases in compensation the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997, (y) any granting by the Company or any of its subsidiaries to employees generally incurred any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements in the ordinary course of business consistent with past practice, (ix) practice with employees other than any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate executive officer of the Company, any entry by the Company or (x) any entering intoof its subsidiaries into any employment, renewalconsulting, modification severance, termination or extension of, any contract, arrangement or indemnification agreement with any other party havingsuch employee or executive officer, individually (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in the aggregateaccounting methods, a Material Adverse Effect with respect to principles or practices by the Company.

Absence of Certain Changes or Events. Since December 31June 30, 19982013, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this Agreement, (a) the Company and the its Subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998, there has not been (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any all material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than respects in the ordinary course of business consistent with past practice, except in connection with this Agreement and the Transactions, (vb) there has not been (A) any failure by change in the financial condition, business or results of their operations or any circumstance, occurrence or development of which the Company has Knowledge which has had or is reasonably likely to revalue any asset in accordance with GAAP consistent with past practice, have a Company Material Adverse Effect; (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (viiB) any declaration, setting aside or payment of any dividend or other distribution in with respect to any shares of any share capital stock of the Company or any redemption, purchase of its Subsidiaries (except for dividends or other acquisition distributions by any Subsidiary to the Company or to any Subsidiary of the Company); (C) any material change in any method of accounting or accounting practice by the Company or any of its securities, Subsidiaries; (viiiD) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10making or revocation of any material Tax election, any increase in settlement or establishment compromise of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit planmaterial Tax liability, or any other change (or request to any taxing authority to change) to any material aspect of the method of accounting of the Company or any of its Subsidiaries for Tax purposes; (E)(1) any material increase in the compensation or benefits payable or to become payable to any the officers or key employees of the Company or any Subsidiaryof its Subsidiaries or (2) any establishment, adoption, entry into or amendment of any collective bargaining, bonus, profit sharing, equity, thrift, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee of the Company or any of its Subsidiaries, except customary increases to the extent required by applicable Law; (F) any amendment to the memorandum and articles of association (or equivalent organizational documents) of the Company or any of its Subsidiaries; (G) any adoption of, resolution to approve or petition or similar proceeding or order in compensation relation to, a plan of complete or partial liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries; (H) any receiver, trustee, administrator or other similar Person appointed in relation to employees generally incurred the affairs of the Company or any of its Subsidiaries or any of their property or any part thereof; (I) any redemption, repurchase or other acquisition of Shares or ADSs or any other securities of or equity interests in the ordinary course Company or any of business consistent with past practice, its Subsidiaries; or (ixJ) any entering into, renewal, modification or extension of, agreement to do any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Companyforegoing.

Absence of Certain Changes or Events. Since December 31Except as disclosed in the SEC Documents (including exhibits thereto) filed since January 1, 19981998 and publicly available prior to the date hereof (the "Filed SEC Documents"), and except as set forth in Section 3.08 of the Disclosure on Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed 4.8, since December 31, 1998 and prior to the date of this Agreementthe most recent audited financial statements included in the Filed SEC Documents, the Company and the its Subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice andprior practice, since December 31, 1998, and there has not been (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iiia) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practiceadverse change, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (viib) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock, (c) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (d) (i) any capital stock of granting by the Company or any redemption, purchase or other acquisition Subsidiary to any officer of any the Company of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practicepractice as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Filed SEC Documents, (ixii) any entering intogranting by the Company or any Subsidiary to any officer, renewalemployee, modification director or extension ofconsultant of any increase in severance or termination pay, except as was required under any material contractemployment, arrangement severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed SEC Documents or (iii) any entry by the Company or any Subsidiary into any employment, severance or termination agreement with any affiliate of the Companyofficer, employee, director or consultant, (xe) any entering intodamage, renewaldestruction or loss to property, modification whether or extension ofnot covered by insurance, any contractthat, arrangement individually or agreement with any other party havingin the aggregate, has not been cured and would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect material adverse effect, (f) any change in accounting methods, principles or practices by the Company or any Subsidiary, (g) any delivery of a notice of non-renewal or any other failure to renew contracts or agreements to which the CompanyCompany or any Subsidiary is a party which are material, individually or in the aggregate, or (h) any loss of any employee who earned more than $75,000 in the most recent fiscal year (in salary, bonus and other cash compensation).

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any the SEC Report filed Documents, since December 31January 1, 1998 and prior to the date of this Agreement2000, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice andpractice, and there has not occurred any event, condition, circumstance, change or development (whether or not in the ordinary course of business) that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 3.10 hereto or as disclosed in any SEC Documents filed with the SEC and publicly available prior to January 1, 2000, since December 31January 1, 19982000, there has not been (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (ivii) any revaluation by the Company of any asset (includingof its or any Subsidiary's material assets, without limitationincluding but not limited to, any writing down of the value of inventory or writing off of notes or accounts receivable), any Rights to Receive other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (viiii) any entry outside the ordinary course of business by the Company or any Subsidiary into any commitment commitments or transaction material transactions material, individually or in the aggregate, to the Company and the Subsidiaries taken as a whole, (viiiv) any declaration, setting aside or payment of any dividend dividends or distribution distributions in respect of any capital stock the shares of the Company or Common Stock or, any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in semi-annual cash dividends of $.02 per share on outstanding Common Stock consistent with past practices, (v) any contracts grant or issuance of any Equity Securities of the Company or any Subsidiary; or (as in effect on the date hereofvi) referred to in Section 3.10, any increase in or in, establishment of or amendment of any Employment, Consulting or Severance Agreement, bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, including without limitation, limitation the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit planplan or agreement or arrangement, or any other increase in the compensation payable or to become payable to any present or former directors, officers or key employees of the Company or any Subsidiary, except customary for increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Absence of Certain Changes or Events. Since December 31, 19982014 to the date hereof, except as set forth in Section 3.08 of the Disclosure Schedule or as expressly contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this Agreement, (a) the Company and the its Subsidiaries have conducted their businesses only in all material respects in the ordinary course and in a manner consistent with past practice andpractice, since December 31, 1998, (b) there has not been any Company Material Adverse Effect, (c) the Company has not taken or permitted any of its Subsidiaries to take any of the following actions (i) declare, set aside or pay any Material Adverse Effect with respect to the Companydividend or other distribution, (ii) any damagepayable in cash, destruction stock, property or loss (whether or not covered by insurance) otherwise, with respect to any property of the Ordinary Shares (other than dividends or asset other distributions from any Subsidiary of the Company to the Company or to another wholly-owned Subsidiary of the Company), or redeem, purchase or otherwise acquire, directly or indirectly, any of its shares or other securities (other than in connection with the settlement of any Company Share Awards in accordance with the appropriate Share Incentive Plans and this Agreement) or (ii) adopt, pass any resolution to approve or make any petition or similar proceeding or order in relation to, a plan of complete or partial liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or other reorganization of any Group Company (other than the Merger or any Subsidiary and having, individually merger or in the aggregate, a Material Adverse Effect with respect to consolidation among wholly-owned Subsidiaries of the Company), (iiid) there has not been any material change by the Company or any of its Subsidiaries in its method of accounting methodsor accounting practice, principles except as may be appropriate to conform to changes in statutory or practices, regulatory accounting rules or GAAP or regulatory requirements with respect to the Company thereto, (ive) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business and consistent with past practice, practice (v) any failure by the Company including with respect to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company amount and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awardstiming), stock purchase or other employee benefit plan, or there has not been any other material increase in the compensation or benefits payable or to become payable to any its officers or key employees employees, (f) none of the Group Companies has incurred any Indebtedness, other than Indebtedness receivable or payable solely between or among the Company’s wholly-owned Subsidiaries (including, for the purposes of this Section 3.08(f), the Operating Subsidiaries) or between or among the Company or and any Subsidiaryof its wholly-owned Subsidiaries (including, except customary increases in compensation to employees generally for the purposes of this Section 3.08(f), the Operating Subsidiaries) and accounts receivable and payable incurred in the ordinary course of business consistent with past practice, (ixg) none of the Group Companies has (i) acquired or made any entering intocapital contributions to or investments in any business or entity or (ii) acquired any assets outside of the ordinary course of business consistent with past practice, renewal(h) no receiver, modification trustee, administrator or extension ofother similar person has been appointed in relation to the affairs of any Group Company or its property or any part thereof material to the Company and its Subsidiaries taken as a whole, (i) there has not been any making or revocation of any material Tax election, any settlement or compromise of any material contractTax liability, arrangement or agreement with any affiliate change (or request to any taxing authority to change) in any material aspect of the Companymethod of accounting of the Company or any of its Subsidiaries for Tax purposes, and (j) there has not been any adoption of resolution to approve or (x) petition or similar proceeding or order in relation to a plan of complete or partial liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Companyof its Subsidiaries.

Absence of Certain Changes or Events. Since December 31September 30, 1998, ------------------------------------ 1996 except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or as disclosed in any Company SEC Report filed since December 31September 30, 1998 and prior to the date of this Agreement1996, the Company and the its Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998such date, there has not been (ia) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (ivb) any revaluation by the Company of any material asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vic) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the its Subsidiaries taken as a whole, except in the ordinary course of business and consistent with past practice, (viid) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company Shares or any redemption, purchase or other acquisition of any of its securities, (viiie) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in the benefits under, or the establishment of or amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any SubsidiarySubsidiary except as set forth in Section 3.8 of the Company Disclosure Schedule, except customary increases in compensation to employees generally incurred in (f) any entry by the Company or any Subsidiary into any employment, consulting, termination or indemnification agreement with any officer or key employee of the Company or any Subsidiary or entry into any such agreement with any other person outside the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate except as set forth in Section 3.8 of the CompanyCompany Disclosure Schedule, or (xg) any entering intoagreement by the Company or any Subsidiary to take any of the actions described in this Section 3.8 except as expressly contemplated by this Agreement. Between September 30, renewal1996, modification and the execution and delivery of this Agreement, neither the Company nor any Subsidiary has taken, or extension ofagreed to take, any contract, arrangement or agreement with any other party having, individually or in action that would constitute a breach of Section 5.1 if taken after the aggregate, a Material Adverse Effect with respect to the Companydate of this Agreement.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in the Company SEC Reports or in Section 3.08 3.8 of the Company Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed Schedule, since December 31September 30, 1998 and prior to the date of this Agreement1999, the Company and the Subsidiaries its subsidiaries have conducted their businesses only business in the ordinary course and in a manner consistent with past practice and, since December 31, 1998, there has not been occurred: (i) any Material Adverse Effect with respect to the Company, Effect; (ii) any damageamendments or changes in the articles of incorporation or By-laws of the Company; (iii) any damage to, or destruction or loss of, any asset of the Company or its subsidiaries (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, that would have a Material Adverse Effect with respect to the Company, Effect; (iiiiv) any material change by the Company or its subsidiaries in its their accounting methods, principles or practices, with respect to the Company ; (ivv) any material revaluation by the Company or its subsidiaries of any asset (of their assets, including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), receivable other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, business; (vi) any entry by sale of a material amount of property of the Company or any Subsidiary into any commitment or transaction material to of its subsidiaries, except in the Company and the Subsidiaries taken as a whole, ordinary course of business; (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company Shares or any redemption, purchase or other acquisition of any of its securities, the Company's securities (except as contemplated by this Agreement); (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any executive officers or key employees of the Company or any Subsidiarysubsidiary, in each case except customary increases in compensation the ordinary course of business consistent with past practice or except as required by applicable law; (ix) any creation or assumption by the Company or any of its subsidiaries of any Lien on any material asset of the Company or any of its subsidiaries, other than in the ordinary course of business, consistent with past practice; (x) any making of any loan, advance or capital contribution to or investment in any person by the Company or any of its subsidiaries, other than advances to employees generally incurred to cover travel and other ordinary business-related expenses in the ordinary course of business consistent with past practice, ; (ixxi) any entering intoincurrence or assumption by the Company or any of its subsidiaries of any indebtedness for borrowed money or any guarantee, renewalendorsement or other incurrence or assumption of a material liability (whether directly, modification contingently or extension of, otherwise) by the Company or any material contract, arrangement or agreement with of its subsidiaries for the obligations of any affiliate other person (other than any wholly owned subsidiary of the Company), in each case other than in the ordinary course of business consistent with past practice; or (xxii) any entering intomodification, renewalamendment, modification assignment or extension of, termination of or relinquishment by the Company or any contract, arrangement of its subsidiaries of any rights under any Material Contract that has had or agreement with any other party havingwould reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect.

Absence of Certain Changes or Events. Since December 31, 19981996, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or Agreement, disclosed in any the SEC Report Reports filed since December 31, 1998 and publicly available prior to the date of this Agreement, the Company and the Subsidiaries its subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998such date, there has not been been: (i) any changes in the financial condition, results of operations, assets, business or operations of the Company or any of its subsidiaries having or reasonably likely to have a Material Adverse Effect with respect to the Company, Effect; (ii) any condition, event or occurrence which, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect; (iii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset assets of the Company or any Subsidiary and havingof its subsidiaries which is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect with respect to the Company, Effect; (iiiiv) any material change by the Company in its accounting methods, principles or practices, with respect to the Company ; (ivv) any revaluation by the Company of any asset (includingof its material assets, without limitation, any including but not limited to writing down of the value of inventory or writing off of notes or accounts receivable), receivable other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, business; (vi) any entry by the Company or any Subsidiary of its subsidiaries into any commitment or transaction transactions material to the Company and the Subsidiaries its subsidiaries taken as a whole, whole (other than commitments or transactions entered into in the ordinary course of business); (vii) any declaration, setting aside or payment of any dividend dividends or distribution distributions in respect of any capital stock the Shares other than the regular quarterly dividend in the amount of the Company $.20 per share; or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, including without limitation, limitation the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit planplan or agreement or arrangement, or any other increase in the compensation payable or to become payable to any present or former directors, officers or key employees of the Company or any Subsidiaryof its subsidiaries, except customary for increases in base compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) or any entering intoemployment, renewal, modification consulting or extension of, any material contract, severance agreement or arrangement or agreement entered into with any affiliate of the Companysuch present or former directors, officers or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Companykey employees.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 of the Disclosure on ------------------------------------ Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this Agreement, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and6.9, since December 31, 19981994 (September 30, 1994 with respect to the Joint Venture Entities) there has not been been: (i) any Material Adverse Effect material adverse change in the business, assets, prospects, condition (financial or other) or the results of operations of MITI, its United States subsidiaries or any of the Joint Venture Entities which are marked with respect a star on Schedule 6.1(a) (such Joint Venture Entities marked with a star are referred to collectively as the Company"Operating Joint Venture Entities") taken as a whole other than any such change caused by general economic conditions, political or governmental instability or uncertainty, civil disturbances or unrest, war or other similar acts of force majeure; (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, payment or setting aside or for payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any shares of capital stock or securities of MITI; (iii) any return of any capital or other distribution of assets to stockholders of MITI; (iv) any material investments of a capital nature in excess of $10,000,000 in the aggregate by MITI, its United States subsidiaries and the Joint Venture Entities, either by the purchase of any property or assets or by any acquisition (by merger, consolidation or acquisition of stock or assets) of any corporation, partnership or other business organization or division thereof other than in accordance with the aggregate amount provided for in MITI's budget for the year ended December 31, 1995 (the "MITI Budget"); (v) any sale, disposition or other transfer of assets or properties of MITI, its United States subsidiaries or any Joint Venture Entity in excess of $100,000 individually or $1,000,000 in the aggregate other than investments (whether in the form of debt or equity) in any subsidiary of MITI or any Joint Venture Entity in accordance with the aggregate amount provided for in the MITI Budget; (vi) any employment or consulting agreement entered into by MITI, its United States subsidiaries or any Joint Venture Entity with any officer or consultant of MITI, its United States subsidiaries or any Joint Venture Entity providing for annual salary or other annual payments in excess of $100,000 or any amendment or modification to, or termination of, any current employment or consulting agreement to which MITI, any of its securitiesUnited States subsidiaries or any Joint Venture Entity is a party which provides for annual salary or other annual payments in excess of $100,000; (vii) any agreement to take, whether in writing or otherwise, any action which, if taken prior to the date hereof, would have made any representation or warranty in this Article 6 untrue, incomplete or incorrect in any material respect; (viii) any change in accounting methods or practices or any change in depreciation or amortization policies or rates (other than as set forth any such changes made in connection with the initial audits of the Joint Venture Entities); or (ix) any contracts (as in effect on the date hereof) referred to in Section 3.10failure by MITI, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, its United States subsidiaries or any other increase in the compensation payable or Operating Joint Venture Entity to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred conduct their respective businesses only in the ordinary course of business consistent with past practice, practice (ix) other than any entering into, renewal, modification or extension of, any material contract, arrangement or agreement changes made in connection with any affiliate the initial audits of the Company, Joint Venture Entities or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or changes made in the aggregate, a Material Adverse Effect with respect an effort to the Companyconduct operations more effectively).

Absence of Certain Changes or Events. Since ------------------------------------ December 31, 1998, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this Agreement, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998, there has not been (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securitiessecurities or any securities of any Subsidiary or of Durakon Mexican S.A. de C.V., (viii) other than as set forth in any contracts contract (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Absence of Certain Changes or Events. Since December Except as set forth on Schedule 5.7 of the Disclosure Schedules, since August 31, 19982014, the Company has conducted its business only in the ordinary course consistent with past practice and there has been no Material Adverse Effect. Without limiting the foregoing, except as set forth in Section 3.08 on Schedule 5.7 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed Schedules, since December August 31, 1998 and prior to the date of this Agreement2014, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice andhas not: (a) purchased or redeemed any of its securities (including shares of Common Stock), since December 31or granted or issued any option, 1998warrant or other right to purchase or acquire any such securities; (b) paid, there has not been (i) cancelled, incurred, waived, settled, discharged or satisfied any Material Adverse Effect with respect to the CompanyDebt, (ii) any damageclaim, destruction action, liability or loss other obligation (whether absolute, accrued, contingent or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivableotherwise), other than except in the ordinary course of business consistent with past practice, ; (vc) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of encumbered any of its securitiesproperties or assets, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in tangible or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiaryintangible, except customary increases in compensation to employees generally for Encumbrances incurred in the ordinary course of business consistent with past practice; (d) granted any increase in the salaries or other compensation payable or to become payable to, or any advance or loan to, the Stockholders or any officer, director or employee of the Company (ixother than normal increases for employees other than officers not in excess of five percent (5%) made in the ordinary course of business and consistent with past practice); (e) entered into (or amended) any entering intoemployment, renewalseverance or similar agreement with any Stockholder, modification director, officer or extension employee or hired any new employee (other than to replace a terminated employee); (f) adopted or amended any Benefit Plan or any employment policy relating to vacation pay, sick pay, disability coverage, severance pay or otherwise relating to any employee of the Company or failed to make contributions to any Benefit Plan in accordance with past practice; (g) suffered any change or, to the knowledge of the Stockholders or the Company, received any threat of any change in any of its relations with, or any loss or, to the knowledge of the Stockholders or the Company, threat of loss of, any of the suppliers, clients, distributors, customers or employees that are material contract, arrangement or agreement with any affiliate to the business of the Company, including any threat made on or prior to the Closing Date of any loss or change which may result from the transactions contemplated by this Agreement; (xh) disposed of or failed to keep in effect any entering intorights in, renewalto or for the use of any franchise, modification license, permit or extension ofcertificate material to the business of the Company; (i) changed any method of keeping of their respective books of account or accounting practices; (j) disposed of or failed to keep in effect any rights in, to or for the use of any contractof the Intellectual Property Rights material to the business of the Company; (k) sold, transferred or otherwise disposed of any assets, properties or rights of any of the business of the Company, except inventory sold in the ordinary course of business consistent with past practice; (l) entered into any transaction, agreement or arrangement or agreement with any Stockholder, director, officer, employee or other party having, individually Affiliate of the Company or any “associates” (as defined in the aggregaterules and regulations of the Securities and Exchange Commission) of the Company other than the payment of salaries to employees in the ordinary course of business; (m) changed or modified in any manner its existing capital expenditure policies, a Material Adverse Effect procedures and practices, including the deferral of any capital expenditures contemplated by the Company’s 2014 budget or operating plans; (n) changed or modified in any manner its existing credit, collection, and payment policies, procedures, and practices with respect to accounts receivable and accounts payable, respectively, including acceleration of collections of receivables, failure to make or delay in making collections of receivables (whether or not past due), acceleration of payment of payables or failure to pay or delay in payment of payables; (o) incurred any material damage, destruction, theft, loss or business interruption; (p) made any declaration, payment or setting aside for payment of any dividend or other distribution (whether in cash, equity or property) with respect to any securities of the Company; (q) made any change in its Tax elections or accounting methods, received a ruling, entered into any closing agreement, settlement or compromise of any claim or assessment, in each case, in respect of Taxes; (r) waived or released any material right or claim of the Company or incurred any modifications, amendments or terminations of any Contracts which are in the aggregate materially adverse to the Company; or (s) agreed to do any of (a) through (r) above.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 of ------------------------------------ Schedule 2.05 or reflected in the Disclosure Schedule March 31, 2000 Balance Sheet or as permitted ------------- or contemplated by this Agreement or disclosed in any SEC Report filed Agreement, since December March 31, 1998 and prior to the date of this Agreement2000, the Company and the Subsidiaries have conducted their businesses only has not (a) suffered any material damage, destruction or casualty loss to its physical properties; (b) incurred or discharged any material obligation or liability or entered into any other material transaction except in the ordinary course of business; (c) suffered any material adverse change in the business, financial condition, assets, liabilities, prospects, operations or results of operations of the Company; (d) increased the rate or terms of compensation payable or to become payable by the Company to its directors, officers or key employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering any of its directors, officers or key employees, except in each case increases occurring in the ordinary course of business in accordance with its customary practices (including normal periodic performance reviews and related compensation and benefit increases) or as required by any pre-existing Commitment identified in Schedule 2.08; (e) consummated, or agreed to consummate, any sale, lease ------------- or other transfer or disposition of any properties or assets except for the sale of inventory items in the ordinary course of business and except for the sale of any tangible personal property that, in the reasonable judgment of the Company, has become uneconomic, obsolete or worn out; (f) incurred, assumed or guaranteed any indebtedness for borrowed money; (g) granted any mortgage, pledge, lien or encumbrance on any of its material properties or assets; (h) entered into, amended or terminated any material Commitment, or waived any material rights thereunder except in the ordinary course of business; or (i) made any grant of credit to any customer or distributor on terms or in amounts materially more favorable than those that have been extended to such customer or distributor in the past. Since March 31, 2000, the Company has been operated in all material respects in the ordinary course in a manner consistent with past practice and, since December 31, 1998, there has not been (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Absence of Certain Changes or Events. Since December 31July 1, 19982000, except as set forth in Section 3.08 of the Disclosure Schedule or as expressly contemplated by this Agreement or as disclosed in any SEC Report filed since December 31, 1998 and prior pursuant to Section 3.08 of the date of this AgreementCompany Disclosure Schedule, the Company and the Company Subsidiaries have conducted their businesses business only in the ordinary course and in a manner consistent with past practice and, since December 31July 1, 19982000, there has not been (ia) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction event or loss events (whether or not covered by insurance) with respect that could reasonably be expected to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, have a Material Adverse Effect with respect to on the Company, (iiib) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vic) any entry by the Company or any Company Subsidiary into any commitment or transaction material to the Company Company, except in the ordinary course of business and the Subsidiaries taken as a wholeconsistent with past practice, (viid) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock or equity interests of the Company or the Company Subsidiaries or any redemption, purchase or other acquisition of any of its the Company’s or the Company Subsidiaries’ securities, (viiie) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in in, amendment to or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards)option, stock purchase or other employee benefit plan, or (f) any other general increase in the compensation payable compensation, bonus, severance or to become termination pay or other benefits payable to any officers or key the employees of the Company or any Subsidiarythe Company Subsidiaries or, except customary for increases in compensation to employees generally incurred in the ordinary course of business in connection with periodic reviews and in amounts consistent with past practice, any specific increase in the compensation, bonus or other benefits payable to such employees, (ixg) any entering into, renewal, modification payment by the Company or extension of, any material contract, arrangement or agreement with Company Subsidiary of a bonus to any affiliate employee of the CompanyCompany or any Company Subsidiary, (h) any operation of the business of the Company and the Company Subsidiaries other than in the ordinary course, consistent with past practice; (i) any incurrence of indebtedness for borrowed money or assumption or guarantee of indebtedness for borrowed money by the Company or any Company Subsidiary (other than loans from the Company to any wholly owned Company Subsidiary or from any wholly owned Company Subsidiary to the Company or any other wholly owned Company Subsidiary), or the grant of any lien on the assets of the Company or the Company Subsidiaries to secure indebtedness for borrowed money, (j) any sale or transfer of any assets of the Company or the Company Subsidiaries other than in the ordinary course of business and consistent with past practice, or (xk) any entering intoloan, renewaladvance or capital contribution to or investment in any person in an aggregate amount in excess of $100,000 by the Company or any Company Subsidiary (excluding any loan, modification advance or extension ofcapital contribution to, or investment in, the Company or any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Companywholly owned Company Subsidiary).

Absence of Certain Changes or Events. Since From December 31, 19981998 to the date hereof, except as set forth in Section 3.08 of the Disclosure Schedule contemplated or as contemplated permitted by this Agreement or as disclosed in any SEC Report filed since December 31, 1998 and prior to the date execution and delivery of this AgreementAgreement or in the Company Disclosure Schedule, the Company and the Company Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998, and there has not been (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset other than as described in Section 5.7 of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, Disclosure Schedule) (iiia) any material change by the Company in its accounting methods, principles or practicespractices except as required by generally accepted accounting principles and disclosed in any SEC Report filed since December 31, with respect to the Company 1998, (ivb) any material revaluation by the Company of any material asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practicepractice after the date of the most recent SEC Report filed prior to the date hereof, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vic) any entry by the Company or any Company Subsidiary into any commitment or transaction material to the Company and the Company Subsidiaries taken as a whole, except in the ordinary course of business and consistent with past practice, (viid) any declaration, setting aside or payment of any dividend or distribution in respect of any shares of the Company's capital stock of the Company or any redemption, purchase or other acquisition of any of its the Company's securities, (viiie) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any material increase in the benefits under, or establishment of the establishment, material amendment or termination of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit planplan covering employees of the Company or any Company Subsidiary, or any other material increase in the compensation payable or to become payable to or any other material change in the employment terms for any directors or officers or key employees of the Company or any SubsidiaryCompany Subsidiary or any other employee earning noncontingent cash compensation in excess of $100,000 per year, except customary increases (f) any entry by the Company or any Company Subsidiary into any employment, consulting, severance, termination or indemnification agreement with any director or officer of the Company or any Company Subsidiary or entry into any such agreement with any other person for a noncontingent cash amount in compensation to employees generally incurred in excess of $100,000 per year or outside the ordinary course of business consistent with past practicebusiness, (ixg) any entering intoissuance by the Company or any Company Subsidiary of any notes, renewalbonds or other debt securities or any capital stock or other equity securities or any securities convertible, modification exchangeable or extension ofexercisable into any capital stock or other equity securities, except for the issuance of any material contractshares of Common Stock pursuant to the exercise of any stock options and the issuance of any capital stock expressly contemplated by this Agreement, arrangement (h) any agreement by the Company or agreement with any affiliate Company Subsidiary to take any of the Companyactions described in this Section 5.7 except as expressly contemplated by this Agreement, or (xi) any entering intoevent, renewal, modification change or extension of, any contract, arrangement circumstance that has or agreement with any other party having, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect with respect Effect. Item (i) set forth above shall, as of the Effective Time, also apply to the Companyperiod beginning on the date hereof and ending immediately prior to the Effective Time.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 of Schedule 2.05 or reflected in the Disclosure Schedule March 31 Balance Sheet or as permitted or contemplated by this Agreement or disclosed in any SEC Report filed Agreement, since December March 31, 1998 and prior 1999, neither Company has (a) suffered any material damage, destruction or casualty loss to the date of this Agreement, the Company and the Subsidiaries have conducted their businesses only its physical properties; (b) incurred or discharged any material obligation or liability or entered into any other material transaction except in the ordinary course of business; (c) suffered any material adverse change in the business, financial condition, assets, liabilities, operations or results of operations of the Companies taken as a whole; (d) increased the rate or terms of compensation payable or to become payable by either Company to its directors, officers or key employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering any of its directors, officers or key employees, except in each case increases occurring in the ordinary course of business in accordance with its customary practices (including normal periodic performance reviews and related compensation and benefit increases) or as required by any pre-existing Commitment identified in Schedule 2.08; (e) consummated, or agreed to consummate, any sale, lease or other transfer or disposition of any properties or assets except for the sale of inventory items in the ordinary course of business and except for the sale of any tangible personal property that, in the reasonable judgment of the Companies, has become uneconomic, obsolete or worn out; (f) incurred, assumed or guaranteed any indebtedness for borrowed money; (g) granted any mortgage, pledge, lien or encumbrance on any of its material properties or assets; (h) entered into, amended or terminated any material Commitment, or waived any material rights thereunder except in the ordinary course of business; (i) made any grant of credit to any customer or distributor on terms or in amounts materially more favorable than those that have been extended to such customer or distributor in the past, or (j) paid any dividend or made any other distribution to or for the benefit of either Seller other than payment of his regular salary. Since March 31, 1999, the Companies have been operated in all material respects in the ordinary course in a manner consistent with past practice and, since December 31, 1998, there has not been (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as otherwise set forth in Section 3.08 on Schedule 4.08 of the Company Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed Schedule, since December 31June 30, 1998 and prior to the date of this Agreement1999, the Company and the Company Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998such date, there has not been (i) any Company Material Adverse Effect with respect to the CompanyEffect, (ii) any damage, destruction event that may reasonably be expected to prevent or loss (whether or not covered by insurance) with respect materially delay the performance of Company's obligations pursuant to any property or asset this Agreement and the completion of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Arrangement by Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company Common Shares or any redemption, purchase or other acquisition of any of its Company's securities, (viiiv) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers officers, directors or key employees of the Company or any Company Subsidiary, (vi) any issuance or sale of any stock, notes, bonds or other securities other than pursuant to the exercise of outstanding securities, or entering into any agreement with respect thereto, (vii) any amendment to the Company's certificate of incorporation or bylaws, (viii) other than in the ordinary course of business, any (x) purchase, sale, assignment or transfer of any material assets, (y) mortgage, pledge or the institution of any Encumbrance on any material assets or properties, tangible or intangible, except customary increases for liens for taxes not yet delinquent and such other Encumbrances which do not, individually or in compensation to employees generally the aggregate, have a Company Material Adverse Effect, or (z) waiver of any rights of material value or cancellation or any material debts or claims, (ix) any incurrence of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (ixx) any incurrence of any damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of Company or any Company Subsidiary, or (xi) any entering into, renewal, modification or extension of, into any transaction of a material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any nature other party having, individually or than in the aggregateordinary course of business, a Material Adverse Effect consistent with respect to the Companypast practices.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any the Filed Company SEC Report filed Reports, since December 31, 1998 and prior 2003 to the date of this Agreement, the Company and each of the Company Subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 19982003, there has not been (ia) any change in the financial condition, results of operations, or business of the Company or any of the Company Subsidiaries that would have a Material Adverse Effect with respect to on the Company, ; (iib) any damage, destruction destruction, or loss (whether or not covered by insurance) with respect to any property or asset assets of the Company or any Subsidiary and having, individually or in of the aggregate, Company Subsidiaries that would have a Material Adverse Effect with respect to on the Company, ; (iiic) any material change by the Company or any of the Company Subsidiaries in its their respective accounting methods, principles principles, or practices, except for compliance with respect to applicable new requirements of the Company Financial Accounting Standards Board or GAAP; (ivd) any revaluation by the Company or any of the Company Subsidiaries of any asset of their respective material assets in any material respect; (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than e) except in the ordinary course of business consistent with past practicebusiness, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary of the Company Subsidiaries into any commitment or transaction material to the Company; (f) except as set forth in the Company and the Subsidiaries taken as a wholeDisclosure Schedule at Section 2.08(f), (vii) any declaration, setting aside aside, or payment of any dividend dividends or distribution distributions in respect of any capital stock shares of the Company Common Stock or any redemption, purchase purchase, or other acquisition of any of its securities, securities or any of the securities of any of the Company Subsidiaries; or (viiig) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase purchase, or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the CompanyCompany Subsidiaries.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 of Schedule 3.8, since September 30, 2022, Company has conducted the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this Agreement, the Company and the Subsidiaries have conducted their businesses only Business in the ordinary course and in a manner consistent with past practice and, since December 31, 1998, there has not been occurred any of the following: (i) any Material Adverse Effect with respect to the Company, Effect; (ii) any damageamendments or changes in the Articles of Organization or Operating Agreement of Company; (iii) any damage to, destruction or loss of any material asset of Company (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, ); (iiiiv) any material change by the Company in its accounting methods, principles or practices, with respect to the Company ; (ivv) any material revaluation by the Company of any asset (of its assets, including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), receivable other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, business; (vi) any entry by sale of a material amount of property of Company, except in the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, ordinary course of business; (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the membership interest in Company or any redemption, purchase or other acquisition of any of its securities, Company’s securities (except as contemplated by this Agreement); (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any executive officers of Company, in each case except in the ordinary course of business consistent with past practice or key employees except as required by applicable law; (ix) any creation or assumption by Company of any Encumbrance on any material asset of Company, other than in the Company ordinary course of business, consistent with past practice; (x) any making of any loan, advance or capital contribution to or investment in any SubsidiaryPerson by Company, except customary increases in compensation other than advances to employees generally incurred to cover travel and other ordinary business-related expenses in the ordinary course of business consistent with past practice, ; (ixxi) any entering intoincurrence or assumption by Company of any indebtedness for borrowed money or any guarantee, renewalendorsement or other incurrence or assumption of a material liability (whether directly, modification contingently or extension ofotherwise) by Company for the obligations of any other Person, in each case other than in the ordinary course of business consistent with past practice; or (xii) any material contractmodification, arrangement amendment, assignment or agreement with termination of or relinquishment by Company of any affiliate of the Company, or (x) rights under any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the CompanyContract.

Absence of Certain Changes or Events. Since December 31------------------------------------ September 30, 1998, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior with respect to the date of this Agreement, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice andclause (iii) below, since December 31, 1998, the Company and its Subsidiary have conducted the Business only in, and have not engaged in any material transaction other than according to, the ordinary and usual course of such Business consistent with past practice and there has not been (i) any Material Adverse Effect with respect to adverse change in the CompanyBusiness, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and havingexcept those changes that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect Effect; (ii) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company, Company or its Subsidiary not covered by insurance; (iii) any material change by the Company in its Tax or accounting principles, practices or methods, principles or practices, with respect to the Company ; (iv) any revaluation labor dispute, other than routine matters, which has had or is reasonably likely to have a Material Adverse Effect; (v) except for increases or amendments in the ordinary and usual course of business consistent with past practice or as required by Law, any material increase in the compensation payable or to become payable by the Company or its Subsidiary to any of their directors, officers or employees or any asset increase in the benefits under, or adoption of, any bonus, insurance, pension or other employee benefit plan, payment or arrangement, for or with any such directors, officers or employees; (vi) made any material changes in the customary methods of operations of the Company or the Subsidiary, including, without limitation, practices and policies relating to manufacturing, purchasing, inventories, marketing, selling and pricing; (vii) merged with, entered into a consolidation with or acquired an interest of 5% or more in any writing down Person or acquired a substantial portion of the value assets or business of inventory any Person or writing off any division or line of notes business thereof, or accounts receivable), otherwise acquired any material assets other than in the ordinary course of business consistent with past practice; (viii) other than in connection with the Subsidiary, made any capital expenditure or commitment for any capital expenditure in excess of $50,000 individually or $250,000 in the aggregate; (vix) entered into any failure by Contracts calling for an exchange value of more than $250,000; (x) except as set forth on Schedule 3.10 of the Company Disclosure Schedule, entered into any material agreement, arrangement or transaction with any of its directors, officers, employees or shareholders (or with any relative, beneficiary, spouse or affiliate of such Person); (xi) written down or written up (or failed to revalue any asset write down or write up in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment value of any dividend inventories or distribution in respect of receivables or revalued any capital stock assets of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) the Subsidiary other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practicepractice and in accordance with GAAP; (xii) other than in the ordinary course of business, amended, modified or consented to the termination of any Contract or the Company's or the Subsidiary's rights thereunder; (ixxiii) amended or restated the Certificate of Incorporation or the By-laws (or other organizational documents) of the Company or the Subsidiary; (xiv) any entering into, renewal, modification indebtedness incurred or extension of, loan or guarantee of indebtedness made or (xv) permitted or allowed any material contract, arrangement or agreement with any affiliate of the CompanyAssets to be subjected to any Encumbrance, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Companythan Permitted Encumbrances.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any the Company SEC Report Documents filed since December 31, 1998 and publicly available prior to the date of this Agreementthe Agreement (the "Company Filed SEC Documents"), and except as disclosed in the Company's financial statements dated as of December 31, 1996 audited by Ernst & Young LLP (the "Company 1996 Financial Statements") (a copy of which has been delivered to Parent by the Company), and except as contemplated by Section 7.04, since December 31, 1996, the Company and the Subsidiaries its subsidiaries have conducted their respective businesses only in the ordinary course course, and there has not been any material adverse change (as defined in a manner consistent Section 10.03) with past practice andrespect to the Company. Except as disclosed in the Company Filed SEC Documents or the Company 1996 Financial Statements, since December 31, 19981996, there has not been (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or other distribution in with respect of any to its capital stock of the Company or any redemption, purchase or other acquisition of any of its securitiescapital stock, (viiiii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iii) (w) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice, (x) any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired (but not including the five most senior officers), (y) except employment arrangements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into any employment, severance or termination agreement with any such employee or executive officer or (z) except as set forth in any contracts (as in effect on the date hereof) referred to in contemplated by Section 3.107.04, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit profit-sharing, stock option (including, without limitation, including the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase awards or other employee benefit plan, or the amendment of any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.existing

Absence of Certain Changes or Events. Since December 31Except (I) as disclosed in, 1998or reflected in the financial statements included in, except as set forth in the WRI SEC Documents and/or Section 3.08 4.2(g) of the WRI Disclosure Schedule or Schedule, (II) as contemplated by this Agreement Agreement, or disclosed in any SEC Report filed since December 31, 1998 and prior to (III) for transactions effected or actions taken by WRI or the Transferred Subsidiaries after the date of this Agreement, Agreement without breaching the Company and the Subsidiaries have conducted their businesses only terms hereof in the ordinary course and in a manner consistent with past practice and, since December 31, 1998, there has not been (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset case of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, clauses (iii) any material change by through (viii) below, since August 31, 1996, the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than Gas Business has been conducted in the ordinary course of business consistent with past practice, and since August 31, 1996 there has not been: (i) any event or events which, individually or in the aggregate have had or would have a Material Adverse Effect on the Gas Business, (ii) any amendment of any material term of any outstanding equity security or the respective certificates of incorporation or bylaws of Westar or MCMC; (iii) any non-cash dividend or distribution by Westar or MCMC or any repurchase, redemption or other acquisition by Westar or MCMC of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Westar or MCMC or any Significant Subsidiary of Westar or MCMC; (iv) any material change in any method of accounting or accounting practice by WRI relating to the Gas Business and the Transferred Subsidiaries; (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the salaries or other compensation payable or to become payable to any officers such officer or key employees employee of WRI relating to the Gas Business or any of the Company or any Subsidiary, Transferred Subsidiaries (except customary for normal increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice) or any increase in, or addition to, other benefits to which any such officer or employee may be entitled (except as required by the terms of plans as in effect on the date of this Agreement or as required by law), (ixvi) any entering intoMaterial Adverse Change or threat of a Material Adverse Change in the relations of WRI relating to the Gas Business or the Transferred Subsidiaries with, renewalor any loss or, modification or extension to the knowledge of WRI, threat of loss of, any material contract, arrangement or agreement with any affiliate of the Companymaterial suppliers or customers of the Gas Business or the Transferred Subsidiaries, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in except to the aggregate, extent such loss does not and would not have a Material Adverse Effect with respect on the Gas Business, (vii) any termination, cancellation or waiver of any contract or other right material to the Companyoperation of the Gas Business taken as a whole, except to the extent such termination, cancellation or waiver does not and would not have a Material Adverse Effect on the Gas Business, or (viii) any other transaction, commitment, dispute or other event or condition (financial or otherwise) of any character (whether or not in the ordinary course of business) that does have or would have a Material Adverse Effect on the Gas Business.

Absence of Certain Changes or Events. Since December July 31, 19982004, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this Agreement, the Company and the Subsidiaries its subsidiaries have conducted their businesses only business in the ordinary course and in a manner consistent with past practice practice, and, since December 31, 1998such date, there has not been been: (i) any Material Adverse Effect with respect change, event, condition, development or occurrence which has had, or would reasonably be expected to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and havinghave, individually or in the aggregate, a Material Adverse Effect with respect Effect; (ii) prior to the Companydate of this Agreement, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or other distribution in cash, stock, property or otherwise in respect of the Company’s or any of its subsidiaries’ capital stock, except for (x) regular quarterly cash dividends on Company Common Stock and (y) any dividend or distribution by a subsidiary of the Company to the Company or a direct or indirect wholly-owned subsidiary of the Company; (iii) prior to the date of this Agreement, any redemption, repurchase or other acquisition of any shares of capital stock of the Company or any redemption, purchase or other acquisition of any of its securitiessubsidiaries; (iv) prior to the date of this Agreement, (viiix) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of by the Company or any Subsidiaryof its subsidiaries to any of their directors, officers, employees, independent contractors or consultants of any increase in compensation or fringe benefits, except customary for increases in compensation to employees generally incurred in the ordinary course of business consistent with past practicerespect to employees who are not directors or officers or increases required under any Company Plan, (ixy) any entering intogranting to any director, renewalofficer, modification employee, independent contractor or extension ofconsultant of the Company or its subsidiaries of the right to receive any severance or termination pay not provided for under any Company Plan, or (z) any entry by the Company or any of its subsidiaries into any employment, consulting, change of control or severance agreement or arrangement with any director, officer, employee, independent contractor or consultant of the Company or its subsidiaries, or any material amendment of any Company Plan; (v) prior to the date of this Agreement, any material contractchange by the Company in its accounting principles, arrangement except as may be appropriate to conform to changes in statutory or agreement regulatory accounting rules or generally accepted accounting principles or regulatory requirements with respect thereto; (vi) prior to the date of this Agreement, any affiliate material Tax election made or revoked by the Company or any of its subsidiaries or any settlement or compromise of any material Tax liability by the Company, Company or any of its subsidiaries; or (xvii) any entering into, renewal, modification or extension ofprior to the date of this Agreement, any contractmaterial change in tax accounting principles by the Company or any of its subsidiaries, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Companyexcept insofar as may have been required by applicable law.

Absence of Certain Changes or Events. Since December 31, 19981996, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to or as set forth in Section 3.07 of the date of this Agreement, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998Disclosure Schedule, there has not been (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction event or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and change having, individually or in the aggregate, a Material Adverse Effect with respect to Effect, except for general economic changes and changes that may affect generally the Companyindustries in which the Company operates, (iiiii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (viiiii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viiiiv) other than as set forth in any contracts entry into any agreement or understanding, whether written or (as in effect if enforceable) oral, between the Company or any Subsidiary on the one hand, and any of their respective employees, on the other hand, providing for the employment of any such employees or any severance or termination benefits payable or to become payable by the Company or any Subsidiary to any employee, or (v) except as permitted by this Agreement and except for increases made prior to the date hereof) referred to of this Agreement in Section 3.10accordance with past practices, any increase (including any increase effective in the future) in (A) the compensation, severance or establishment termination benefits payable or to become payable by the Company or any Subsidiary to any employee (or any increase in benefits under any change in control severance arrangement applicable to employees of the Company and the subsidiaries, generally) or (B) any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option pension or other employee benefits (including, including without limitation, limitation the granting of stock options, stock appreciation rights, performance awards rights or restricted stock awards)) made to, stock purchase for or other employee benefit planwith any employee. All contracts, agreements or any other increase in the compensation payable understandings, whether written or to become payable to any officers or key employees of (if enforceable) oral, between the Company or any SubsidiarySubsidiary on the one hand, and any of their respective employees on the other hand, are set forth in Schedule 3.07 of the Disclosure Schedule and have been furnished to Parent prior to the date hereof. At April 30, 1997, the working capital (current assets minus current liabilities) of the Company was $10.1 million, of which $9.9 million consisted of cash, and the long-term indebtedness of the Company was less than $2.4 million. Since such date, except customary increases as contemplated by this Agreement or as set forth in compensation to employees generally incurred Section 3.07 of the Disclosure Schedule, there has not been (i) any decrease in the working capital of the Company other than such as may result from actions taken in the ordinary course of business consistent with past practice, of the Company or (ixii) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate increase in the long-term indebtedness of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 on Schedule 3.7 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed Schedules, since December 31, 1998 and prior to the date of this AgreementBalance Sheet Date, the Company and the Subsidiaries have has conducted their businesses its business only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998to the Company’s knowledge, there has not been (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect Effect. Without limiting the foregoing, except as set forth on Schedule 3.7 or as reflected in the Balance Sheet, since the Balance Sheet Date, the Company has not (a) purchased or redeemed any shares of its stock, or granted or issued any option, warrant or other right to the Companypurchase or acquire any such shares, (iiib) incurred or discharged any material change by the Company in its accounting methodsliabilities or obligations (whether absolute, principles accrued, contingent or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivableotherwise), other than except liabilities and obligations incurred or discharged in the ordinary course of business consistent with past practice, (vc) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of encumbered any of its securitiesproperties or assets, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in tangible or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiaryintangible, except customary increases in compensation to employees generally for Encumbrances incurred in the ordinary course of business consistent with past practice, (ixd) granted any entering intoincrease in the salaries or other compensation payable or to become payable to, renewalor any advance (excluding advances for ordinary business expenses consistent with past practice) or loan to, modification any officer, director or extension employee of the Company (other than normal increases for employees averaging not in excess of five percent (5%) per annum made in the ordinary course of business and consistent with past practice), or any increase in, or any addition to, other benefits (including any bonus, profit-sharing, pension or other plan) to which any of the officers, directors and employees may be entitled, or any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the ordinary course of business and consistent with past practice made pursuant to the Benefit Plans, or any other payment of any kind to or on behalf of any officer or employee other than payment of base compensation, normal and customary bonuses and reimbursement for reasonable expenses in the ordinary course of business consistent with past practice, (e) suffered any change or, to the Company’s knowledge, received any threat of any change in any of its relations with, or any loss or, to the Company’s knowledge, threat of loss of, any of the suppliers, clients, distributors, customers or employees that are material contractto the Company’s business, arrangement including any loss or change which may result from the transactions contemplated by this Agreement, (f) disposed of or has failed to keep in effect any rights in, to or for the use of any franchise, license, permit or certificate material to the Company’s business, (g) changed any method of keeping of their respective books of account or accounting practices, (h) disposed of or failed to keep in effect any rights in, to or for the use of any of the Intellectual Property (as hereinafter defined) material to the Company’s business, (i) sold, transferred or otherwise disposed of any assets, properties or rights of the Company’s business, except inventory sold in the ordinary course of business consistent with past practice, (j) entered into any transaction, agreement or event outside the ordinary course of the conduct of the Company’s business or with any officer, director, stockholder, or other affiliate of the Company or any “associates” (as defined in the rules and regulations of the Securities and Exchange Commission) of any of the forgoing, (k) made nor authorized any single capital expenditure in excess of $25,000, or capital expenditures in excess of $100,000 in the aggregate, (l) changed or modified in any manner its existing credit, collection and payment policies, procedures and practices with respect to accounts receivable and accounts payable, respectively, including acceleration of collections of receivables, failure to make or delay in making collections of receivables (whether or not past due), acceleration of payment of payables or failure to pay or delay in payment of payables, (m) incurred any material damage, destruction, theft, loss or business interruption, (n) made any declaration, payment or setting aside for payment of any dividend or other distribution (whether in cash, stock or property) with respect to any securities of the Company, (o) made (except as consistent with past practice) or revoked any Tax election or settled or compromised any material Tax liability with any Taxing Authority, or (xp) waived or released any entering intomaterial right or claim of the Company or incurred any modifications, renewal, modification amendments or extension of, terminations of any contract, arrangement or agreement with any other party having, individually or Contracts which are in the aggregate, a Material Adverse Effect with respect aggregate materially adverse to the CompanyCompany or its business.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 4.08 of the Company Disclosure Schedule or as contemplated by this Agreement or disclosed in any the Company SEC Report filed Reports, since December 31, 1998 and prior to the date of this Agreement2002, the Company and the Subsidiaries have has conducted their businesses only its business in the ordinary course and in a manner consistent with past practice and, since December 31, 1998, there has not been occurred: (i) any Company Material Adverse Effect with respect to the Company, Effect; (ii) any damageamendments or changes in the certificate of incorporation or bylaws of the Company or any of its subsidiaries; (iii) any damage to, destruction or loss of any asset of the Company or any of its subsidiaries, (whether or not covered by insurance) with respect that has had or is reasonably likely to any property or asset of the have a Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, Effect; (iiiiv) any material change by the Company in its accounting methods, principles or practices; (v) any material change to any Company Stock Option Plans or Company Employee Plans, with respect including the establishment of any new plans or any amendment that extends the extension of coverage under any plan to new groups of employees or other Persons not previously covered; (vi) any restructuring or reorganization of the Company or any of its subsidiaries; (ivvii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (viii) any revaluation by the Company of any asset (of the Company's or any subsidiary's assets, including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), receivable other than in the ordinary course of business; (ix) any sale, pledge, disposition of or encumbrance upon a material amount of property of the Company or of any of its subsidiaries, except in the ordinary course of business and consistent with past practice; (x) any material Tax election inconsistent with past practices or the settlement or compromise of any material Tax liability; (xi) any declaration, issuance or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) other than a dividend or distribution by a wholly-owned subsidiary to the Company; or (xii) the creation of any indebtedness for borrowed money or the issuance of any debt securities or the assumption, guarantee (other than guarantees of bank debt of a subsidiary entered into in the ordinary course of business) or endorsement or other accommodation whereby the Company or any of its subsidiaries became responsible for, the obligations of any person, or the making of any loans or advances, except in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Absence of Certain Changes or Events. Since December 31February 28, 19982001, except as contemplated by this Agreement, the Company has conducted its business only in the ordinary course and in manners consistent with past practice and, since February 28, 2001, except as set forth in Section 3.08 4.23 of the Company Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this Agreement, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998Schedule, there has not been (ia) either individually or in the aggregate, any Material Adverse Effect with respect to the CompanyEffect, (iib) any material damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iiic) any material change by the Company in its accounting methods, principles or practices, with respect to other than changes required by applicable law or GAAP or regulatory accounting as concurred in by the Company Company's independent accountants, (ivd) any revaluation by the Company of any asset (asset, including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vie) any entry by the Company or any Subsidiary into any contract or commitment or transaction material to the Company and the Subsidiaries taken as a wholeof more than $100,000, (viif) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock Equity Interest of the Company or any redemption, purchase or other acquisition of any of its securities, (viiig) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, retention, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit plan, or the taking of any other increase material action not in the ordinary course of business with respect to the compensation payable or employment of directors, officers or employees of the Company, (h) any strike, work stoppage, slowdown or other labor disturbance, (i) any material election made by the Company for federal or state income tax purposes, (j) any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether due or to become payable to any officers or key employees due), including without limiting the generality of the Company foregoing, liabilities as guarantor under any guarantees or any Subsidiaryliabilities for taxes, except customary increases in compensation to employees generally incurred other than in the ordinary course of business consistent with past practice, (ixk) any entering into, renewal, modification forgiveness or extension of, cancellation of any material contractindebtedness or material contractual obligation, arrangement (l) any mortgage, pledge, lien or agreement with lease of any affiliate assets, tangible or intangible, of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement Company with any other party having, individually or a value in excess of $25,000 in the aggregate, (m) any acquisition or disposition of any assets or properties (not including inventory acquired or disposed of in the ordinary course of business consistent with past practice) having a Material Adverse Effect value in excess of $100,000, or any contract for any such acquisition or disposition entered into, or (n) any lease of real or personal property entered into, other than in the ordinary course of business consistent with respect to the Companypast practice.

Absence of Certain Changes or Events. Since December 31September 30, 19981999, ------------------------------------ except as for the issuance of certain Stock Options set forth in Section 3.08 4.2 of the Corporation Disclosure Schedule or as Schedule, except for any other matters referred to in Section 4.10 of the Corporation Disclosure Schedule, and except for the transactions contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this Agreement, the Company and the Subsidiaries have Corporation has conducted their businesses its business only in the ordinary course and in a manner consistent with past practice andpractice, since December 31, 1998, and there has not been (i) any Material Adverse Effect with respect to the Companymaterial damage, destruction or loss, whether covered by insurance or not, (ii) any damagedeclaration, destruction setting aside or loss payment of any dividend (whether in cash, stock or not covered by insuranceproperty) with respect to Preferred Stock or Common Stock or Common Stock Equivalent or any property redemption, purchase or asset other acquisition by the Corporation of any of its securities, (iii) any change in the business, operations, properties, prospects, condition (financial or otherwise) or assets of the Company or any Subsidiary and having, individually or in the aggregate, Corporation having a Material Adverse Effect with respect Effect, (iv) any labor dispute, other than routine matters, none of which is material to the CompanyCorporation, (iiiv) any entry into any commitment or transaction (including, without limitation, any borrowing or capital expenditure) other than in the ordinary course of business consistent with past practice, (vi) any material change by the Company Corporation in its accounting methods, principles or practices, with respect to the Company (ivvii) any revaluation by the Company Corporation of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the CompanyCorporation.

Absence of Certain Changes or Events. Since December 31, 1998, except as set forth in Section 3.08 of the Disclosure Schedule or Except as contemplated by this Agreement (including those actions not prohibited under Section 5.1) or the Transactions and except for changes disclosed in any the Company SEC Report Documents filed since December 31, 1998 and publicly available prior to the date of this Agreement (as amended to the date of this Agreement, the "Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice andFiled SEC Documents"), since December 31, 19982002, the Company and its Subsidiaries have conducted their business only in the ordinary course, and since such date there has not been (ia) any Material Adverse Effect Change in the Company, (b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities; (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e) (i) any granting by the Company or any of its Subsidiaries to any current or former director, executive officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in cash compensation to non-executive employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company Filed SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any damage, destruction or loss (whether or not covered granting by insurance) with respect to any property or asset of the Company or any Subsidiary and havingof its Subsidiaries to any such current or former director, individually executive officer or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company employee of any asset (includingincrease in severance or termination pay, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than except to non-executive employees in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (viiii) any entry by the Company or any Subsidiary into of its Subsidiaries into, or any commitment amendments of, any Benefit Plan with any current or transaction material to former director, executive officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company and or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the Subsidiaries taken as a wholeaggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any declaration, setting aside settlement or payment compromise of any dividend material income Tax liability, (viii) any acquisition, sale or distribution in respect transfer of any capital stock material asset of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) Subsidiaries other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering intointo by the Company or any of its Subsidiaries of any material contract or agreement, renewal, modification or extension ofmaterial amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract, arrangement Contract to which the Company or agreement with any affiliate of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, or by any other party thereto), (x) any entering into, renewal, modification revaluation by the Company or extension of, any contract, arrangement of its Subsidiaries of any of their respective material assets or agreement with any other party having, (xi) except as would not individually or in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect with respect to on the Company, any lapse, reversion, termination or expiration of any Intellectual Property Rights.

Absence of Certain Changes or Events. Since From December 31, 1998, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 2003 (and prior with respect to periods after the date of this Agreement, except as expressly contemplated hereby), the Company and the Subsidiaries have its subsidiaries have, in all material respects, conducted their businesses only in, and have not engaged in any material transaction other than in accordance with, the ordinary course and in a manner consistent with past practice and, since of these businesses. From December 31, 19982003, there has not been (i) any Material Adverse Effect with respect to change in the Companybusiness, (ii) any damagefinancial condition, destruction or loss (whether or not covered by insurance) with respect to any property or asset results of operations of the Company or any Subsidiary and havingits subsidiaries except those changes that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect with respect to the Company, Effect; (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (viiii) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of any the Company's capital stock or any securities convertible, exchangeable or exercisable for or into shares of its capital stock, except for (x) regular quarterly cash dividends of no more than $1.00 per Share and (y) interest payments in respect of the Convertible Debentures in accordance with their terms; (iii) any redemption, repurchase or other acquisition of any shares of capital stock or ownership interests of the Company of any of its subsidiaries or any securities convertible, exchangeable or exercisable for or into shares of capital stock or ownership interests of the Company or any redemptionof its subsidiaries other than acquisitions of Restricted Shares at their applicable original cost, purchase or other acquisition pursuant to the terms of any Company Stock Plan or any employment agreement listed in Section 3.10(a) of the Disclosure Schedule, or (iv) any material change by the Company in its securitiesaccounting principles, (viii) other than practices or methods except as set forth required by changes in any contracts (as in effect on U.S. generally accepted accounting principles. Between December 31, 2003 and the date hereof) referred of this Agreement, there has been no corporate directive or authorization from the Company to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to which could become payable to any officers or key employees of the Company that has been made as a result of or any Subsidiaryin contemplation of a change of control of the Company or its subsidiaries, except customary increases in compensation to employees generally incurred in and between December 31, 2003 and the ordinary course date of business consistent with past practicethis Agreement, (ix) any entering into, renewal, modification or extension of, there have not been any material contract, arrangement alterations or agreement with any affiliate changes in overall compensation and benefit practices and plans of the Company, Company or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Companyits subsidiaries.

Absence of Certain Changes or Events. Since December 31, 1998, except Other than as set forth disclosed in the Company Current Reports or in Section 3.08 4.11 of the Company Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed Schedule, since December 31June 30, 1998 and prior to through the date of this Agreement, the business of the Company and of each of the Company Subsidiaries have has been conducted their businesses only in the ordinary course course, and in a manner consistent with past practice and, since December 31, 1998, there has not been (i) any Material Adverse Effect with respect to on the Company, ; (ii) any material indebtedness incurred by the Company or any Company Subsidiary for borrowed money, except under credit facilities disclosed in the Company Current Reports, if any; (iii) any material transaction or commitment, except in the ordinary course of business or as contemplated by this Agreement, entered into by the Company or any of the Company Subsidiaries; (iv) any damage, destruction or loss (loss, whether or not covered by insurance) with respect to any property insurance or asset of the Company or any Subsidiary and havingnot, which, individually or in the aggregate, would have a Material Adverse Effect with respect to on the Company, ; (iiiv) any material change by the Company in its accounting methods, principles or practicesmethods except insofar as required by a change in generally accepted accounting principles; (vi) any declaration, setting aside or payment of any dividend (whether in cash, securities or property) with respect to the Company Common Stock; (ivvii) any material agreement to acquire any assets or stock or other interests of any third-party; (viii) any increase in the compensation payable or to become payable by the Company or any Company Subsidiary to any employees, officers, directors, or consultants or in any bonus, insurance, welfare, pension or other employee benefit plan, payment or arrangement made to, for or with any such employee, officer, director or consultant (other than as provided in employment agreements, consulting agreements and welfare and benefit plans set forth on the Company Disclosure Schedule, and except for increases consistent with past practice); (ix) any material revaluation by the Company or any Company Subsidiary of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable); (x) any transfer, mortgage, pledge or disposition of any of the assets or properties of the Company or any Company Subsidiary or the subjection of any of the assets or properties of the Company or any Company Subsidiary to any Encumbrances, rights or claims of others with respect thereto other than in the ordinary course consistent with past practice; (xi) any assumption or guarantee by the Company or a Company Subsidiary of the indebtedness of any person or entity, other than in the ordinary course of business consistent with past practice, ; (vxii) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practicesplit, (vi) any entry by the Company combination or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment reclassification of any dividend or distribution in respect of any the capital stock of the Company or any redemption, purchase Company Subsidiary or other acquisition any issuance or the authorization of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment issuance of any bonusother securities in respect of, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option in lieu of or in substitution for shares of such capital stock; (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or xiii) any other increase in the compensation payable or to become payable to any officers or key employees of receipt by the Company or any SubsidiaryCompany Subsidiary of written or oral notice that any material contract, except customary increases agreement or arrangement to which it is a party has been or will be canceled; (xiv) any issuance by the Company or any Company Subsidiary of any share of stock, bond, note, option, warrant or other corporate security; (xv) any capital expenditure or expenditures by the Company or any Company Subsidiary or commitment(s) to make such capital expenditure(s) that individually exceeds $250,000, or in compensation the aggregate exceed $500,000; (xvi) any payment or incurring of liability to employees generally incurred pay any taxes, assessments, fees, penalties, interest or other governmental charges, other than those arising and discharged or to be discharged in the ordinary course of business and consistent with past practice, ; (ixxvii) any entering intoloan or loans that individually exceeds $250,000, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregateaggregate exceed $500,000, a Material Adverse Effect with respect made by the Company or any Company Subsidiary to any person, including but not limited to, any employee, officer or director of the CompanyCompany or any Company Subsidiary; or (xviii) any authorization, approval, agreement or commitment by the Company or any Company Subsidiary to take any action described in clauses (i) through (xvii) above.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 on SCHEDULE 3.9, since the date of the Disclosure Schedule or as contemplated by this Agreement or disclosed most recent ------------ financial statements included in any the SEC Report filed since December 31, 1998 and Documents that have been publicly available prior to the date of this Agreementhereof, the Company and its Subsidiaries (only from the Subsidiaries date such Subsidiary was acquired by the Company) have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice andprior practice, since December 31, 1998, and there has not been (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iiia) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practiceadverse change, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (viib) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock, (c) any split, combination or reclassification of any of the capital stock of the Company or any redemption, purchase issuance or other acquisition the authorization of any issuance of its securitiesany other securities in respect of, in lieu of or in substitution for shares of capital stock of the Company, (viiid) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10incurrence, any increase in assumption or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of guarantee by the Company or any SubsidiarySubsidiary of any indebtedness for borrowed money, except customary increases in compensation to employees generally incurred other than in the ordinary course of business and in amounts and on terms consistent with past practicepractices; (e) (i) any granting by the Company or any Subsidiary to any officer of the Company of any material increase in compensation, (ixii) any entering intogranting by the Company or any Subsidiary to any officer, renewaldirector or consultant or an employee who earned more than $200,000 in the most recent fiscal year or is currently earning (on an annualized basis) more than $200,000 (in salary, modification or extension ofbonus and other cash compensation), of any material contractincrease in severance or termination pay or (iii) any entry by the Company or any Subsidiary into any written or oral employment agreement, or any severance or termination agreement or arrangement or agreement with any affiliate of officer, director or consultant or an employee who earned more than $200,000 in the Companymost recent fiscal year or is currently earning (on an annualized basis) more than $200,000 (in salary, or bonus and other cash compensation), (xf) any entering intodamage, renewaldestruction or loss to property, modification whether or extension ofnot covered by insurance, any contractthat, arrangement individually or agreement with any other party havingin the aggregate, has not been cured and may be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect Effect, (g) any material change in accounting methods, principles or practices by the Company or any Subsidiary other than those required by GAAP, (h) any delivery of a notice of non-renewal or any other failure to renew Contracts between the CompanyCompany or any Subsidiary, on the one hand, and its customers, on the other hand, which are material, individually or in the aggregate or (i) any loss of any employee who earned more than $200,000 in the most recent fiscal year (in salary, bonus and other cash compensation).

Absence of Certain Changes or Events. Since December 31September 30, 19981997, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31Schedule 3.16, 1998 and prior to the date of this Agreement, the Company MGI and the Subsidiaries have conducted their businesses only business, in all material respects, in the ordinary course and in a manner consistent with past practice and(except in connection with the negotiation and execution and delivery of this Agreement), and since December 31September 30, 19981997, except as disclosed in Schedule 3.16, and except as permitted in this Agreement, there has not been (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction event or loss events (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having), individually or in the aggregate, having a MGI Material Adverse Effect with respect to the CompanyEffect, (iiiii) any material change by the Company MGI in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (viiii) any entry by the Company MGI or any Subsidiary into any commitment or transaction material to MGI or such Subsidiary, except in the Company ordinary course of business and consistent with past practice or except in connection with the Subsidiaries taken as a wholenegotiation and execution and delivery of this Agreement, (viiiv) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company MGI or any redemption, purchase purchases or other acquisition of any of MGI's or the Subsidiaries' securities (except for cash dividends paid to MGI by its securitieswholly-owned Subsidiaries with regard to their capital stock), (viiiv) other than pursuant to the Plans or as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10required by law, any increase in in, amendment to, or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards)option, stock purchase or other employee benefit plan (other than a Multi-employer plan), or (vi) granted any other general increase in the compensation payable compensation, bonus or to become other benefits payable to any officers or key the employees of MGI or the Company or any SubsidiarySubsidiaries, except customary for increases in compensation to employees generally incurred occurring in the ordinary course of business in accordance with its customary practice, (vii) paid any bonus to the employees of MGI or the Subsidiaries except for bonuses accrued on MGI's unaudited balance sheet for the quarter ended September 30, 1997, (viii) any incurrence of indebtedness for borrowed money or assumption or guarantee of indebtedness for borrowed money by MGI or any of the Subsidiaries (other than loans from MGI to any wholly-owned Subsidiary or from any wholly-owned Subsidiary to MGI or any other wholly-owned Subsidiary), or the grant of any Lien on the material assets of MGI or the Subsidiaries to secure indebtedness for borrowed money except, in any such case, any drawdowns by MGI under its revolving credit facility consistent with past practice, (ix) any entering into, renewal, modification sale or extension of, transfer of any material contractassets of MGI or the Subsidiaries other than in the ordinary course of business and consistent with past practice, arrangement or agreement with any affiliate of the Company, or (x) any entering intoloan, renewaladvance or capital contribution to or investment in any person in an aggregate amount in excess of $100,000 by MGI or any Subsidiary (excluding any loan, modification advance or extension ofcapital contribution to, or investment in, MGI or any contract, wholly-owned Subsidiary); or (xi) entered into any contractual arrangement or agreement with understanding (written or oral, express or implied) to do any other party having, individually or in of the aggregate, a Material Adverse Effect with respect to the Companyforegoing.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in the Company Filed Documents or Section 3.08 2.9 of the Company Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed Letter, since December 31September 30, 1998 and prior to the date of this Agreement1998, the Company and the Company Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998such date, there has not been been: (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and havingevent that, individually or in the aggregate, has had or is reasonably likely in the future to have a Company Material Adverse Effect with respect to Effect, (ii) any declaration, payment or setting aside for payment of any dividend or other distribution or any redemption or other acquisition of any shares of capital stock or securities of the Company by the Company, (iii) any material damage or loss to any material asset or property, whether or not covered by insurance, (iv) any change by the Company in its accounting methods, principles or practices, with respect to the Company (ivv) any revaluation by the Company of any asset (includingmaterial amount of its assets, without limitationincluding but not limited to, any writing down of the value of inventory or writing off of notes or accounts receivable), receivable other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practicebusiness, (vi) any entry by the Company or any Subsidiary Company Subsidiaries into any commitment or transaction transactions material to the Company and the Company Subsidiaries taken as a wholewhole (other than commitments or transactions entered into in the ordinary course of business), or (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, including without limitation, limitation the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit planplan or agreement or arrangement, or any other increase in the compensation payable or to become payable to any present or former directors or officers, or any employment, consulting or severance agreement or arrangement entered into with any such present or former directors, officers or key employees of the Company or any Subsidiaryof the Company Subsidiaries. Since October 1, except customary increases in compensation 1998, neither the Company nor any Company Subsidiary has taken, or failed to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension oftake, any material contract, arrangement or agreement with any affiliate action that would have constituted a breach of Section 4.1 hereof had the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Companycovenants therein applied since that date.

Absence of Certain Changes or Events. Since December 31Except (I) as disclosed in, 1998or reflected in the financial statements included in, except as set forth in the ONEOK SEC Documents and/or Section 3.08 4.1(f) of the ONEOK Disclosure Schedule or Schedule, (II) as contemplated by this Agreement Agreement, or disclosed in any SEC Report filed since December 31, 1998 and prior to (III) for transactions effected or actions taken by ONEOK or its Subsidiaries after the date of this AgreementAgreement without breaching the terms hereof, in the Company and the Subsidiaries have case of clauses (iv) through (xi) below, since August 31, 1996, ONEOK has conducted their businesses only its business in the ordinary course and in a manner of such business consistent with past practice andpractice, and since December August 31, 19981996, there has not been been: (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction event or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and havingevents which, individually or in the aggregate, have had or would have a Material Adverse Effect with respect to the Companyon ONEOK, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (viiii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of ONEOK's capital stock, except for regular quarterly cash dividends on ONEOK Common Stock or the regular quarterly cash dividend on ONEOK Preferred Stock (or a pro rata amount for any dividend less than a full quarter) with usual record and payment dates for such dividends; (iii) any amendment of any capital stock material term of the Company any outstanding equity security of ONEOK or any redemptionSubsidiary of ONEOK; (iv) any repurchase, purchase redemption or other acquisition by ONEOK or any Subsidiary of ONEOK of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, ONEOK or any Subsidiary of ONEOK, except as contemplated by any ONEOK Benefit Plans; (v) any material change in any method of accounting or accounting practice by ONEOK or any Significant Subsidiary of ONEOK; (vi) any increase in the salaries or other compensation payable to any officer or employee of ONEOK or any of its securities, Subsidiaries (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary for normal increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice) or any increase in, or addition to, other benefits to which any officer or employee may be entitled (except as required by the terms of plans as in effect on the date of this Agreement or as required by law); (vii) any incurrence of indebtedness for borrowed money (except in the ordinary course of business consistent with past practice); (viii) any Material Adverse Change or threat of a Material Adverse Change in ONEOK's or any of its Subsidiaries' relations with, or any loss or, to the knowledge of ONEOK, threat of loss of, any of ONEOK's or any of its Subsidiaries' material suppliers or customers, except to the extent such loss does not and would not have a Material Adverse Effect on ONEOK; (ix) any entering intotermination, renewal, modification cancellation or extension of, waiver of any contract or other right material contract, arrangement or agreement with any affiliate to the operation of the Companybusiness of ONEOK and its Subsidiaries taken as a whole, except to the extent such termination, cancellation or waiver does not and would not have a Material Adverse Effect on ONEOK; (x) any entering into, renewal, modification amendment of any material term of the respective certificates of incorporation or extension of, bylaws of ONEOK or any contract, arrangement Subsidiary of ONEOK; or agreement with (xi) any other party havingtransaction, individually commitment, dispute or other event or condition (financial or otherwise) of any character (whether or not in the aggregate, ordinary course of business) that does have or would have a Material Adverse Effect with respect to the Companyon ONEOK.

Absence of Certain Changes or Events. Since December 31From January 1, 1998, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to 2010 until the date of this Agreement, except as contemplated by this Agreement and except for any redemption of Convertible Notes pursuant to the Indenture, the Company and the Subsidiaries have has conducted their its businesses only in the ordinary course and in a manner consistent with past practice andpractices, since December 31, 1998, and there has not been any (ia) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and havingevent that has had, individually or in the aggregateaggregate with all such other events, a Company Material Adverse Effect with respect to the CompanyEffect, (iiib) any material change by the Company in its accounting methods, principles or practicespractices materially affecting the consolidated assets, liabilities, results of operations or Taxes of the Company and its consolidated Company Subsidiaries, except insofar as may have been required by a change in GAAP or the rules and regulations of the SEC, (c) change in an existing election with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practiceTaxes, (vd) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition for value of any of its securitiescapital stock, (viiie) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money, other than as set forth in the ordinary course of business and in amounts and on terms consistent with past practices not exceeding $1,000,000 in the aggregate, (f) creation or assumption by the Company or any contracts (as in effect on the date hereof) referred to in Section 3.10Company Subsidiary of any material lien, encumbrance or charge on, or sale, assignment or other transfer of, any increase in material amount of their respective tangible or establishment of any bonusintangible assets, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock g) purchase or other employee benefit planacquisition of, or commitment for, any other increase amount of tangible or intangible assets outside of the ordinary course of business and for more than $750,000 in the compensation payable aggregate, (h) (1) grant of any severance or to become payable termination pay to any officers or key employees employee of the Company or any Company Subsidiary except in accordance with existing contractual arrangements or severance or termination pay policies, (2) entry into, or amendment of, any employment, deferred compensation, severance or other similar plan or agreement with any employee, director or consultant of the Company or any Company Subsidiary, except customary increases (3) change in compensation benefits payable under existing severance or termination pay policies of the Company or any Company Subsidiary or employment agreements to employees generally incurred which any employee of the Company or any Company Subsidiary is a party, or (4) change in compensation, bonus or other benefits payable to any employee, director or consultant of the Company or any Company Subsidiary, other than in the ordinary course of business consistent with past practicepractices, (ixi) commencement or notice or threat of commencement of any entering intolitigation, renewalproceeding, modification investigation or extension inquiry against, or investigation by any governmental authority of, the Company or any material contractCompany Subsidiary that would reasonably be expected to have a Company Material Adverse Effect, arrangement or agreement with any affiliate settlement of any such matter by the Company or any Company Subsidiary outside of the Companyordinary course, or (xj) dispute or disagreement between the Company or any entering intoCompany Subsidiary, renewalon the one hand, modification and any material vendor of products or extension ofservices to the Company or any Company Subsidiary, any contracton the other hand, arrangement or agreement with any other party having, individually or in the aggregate, that would reasonably be expected to have a Company Material Adverse Effect with respect to the CompanyEffect.

Absence of Certain Changes or Events. Since December 31, 19981999, except as set forth in Section 3.08 SECTION 4.7 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this AgreementSchedule, the Company and the its Subsidiaries have conducted their businesses only business in the ordinary course and in a manner course, consistent with past practice andpractice. Without limiting the generality of the foregoing, since December 31, 19981999, there has not been except as disclosed in SECTION 4.7 of the Schedule, (i) neither the Company nor any Material Adverse Effect with respect to the Company, (ii) of its Subsidiaries has sustained any material damage, destruction or loss by reason of fire, flood, accident or other calamity (whether or not covered by insurance); (ii) with respect to any property there have been no material adverse changes in the condition (financial or asset otherwise), business, net worth, assets, properties, obligations or liabilities (fixed or otherwise) of the Company or any Subsidiary and havingof its Subsidiaries; (iii) neither the Company nor any of its Subsidiaries has incurred any material liability or obligation for the payment of money extending more than one year (including, individually but not limited to, liabilities or obligations under or pursuant to capital leases), except for operating leases entered into in the aggregateordinary course of business; (iv) neither the Company nor any of its Subsidiaries has paid any obligation or liability (fixed or contingent) except current liabilities included in the December 1999 Balance Sheet and current liabilities incurred since December 31, a Material Adverse Effect 1999 in the ordinary course of business or pursuant to the terms of this Agreement; (v) the Company has not declared any other dividend or other distribution on or with respect to any Shares or other securities of the Company; (vi) the Company has not purchased, redeemed or otherwise acquired for consideration, directly or indirectly, any Shares or other securities of the Company; (iiivii) neither the Company nor any of its Subsidiaries has disposed of, or agreed to dispose of, any material change by the Company in its accounting methods, principles property or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable)asset, other than in the ordinary course of business consistent with past practice, and for a consideration at least equal to the fair market value of such property or asset; (vviii) any failure by neither the Company to revalue nor any of its Subsidiaries has made any expenditures or commitments for the purchase, acquisition, construction or improvement of a capital asset except in accordance with GAAP consistent with past practice, the ordinary course of business and in an aggregate amount not exceeding $100,000; (viix) any entry by neither the Company or nor any Subsidiary into any commitment or transaction material to the Company and the of its Subsidiaries taken has repaid Indebtedness (as a whole, (viihereinafter defined) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable Subsidiaries to any officers or key employees affiliates of the Company or any Subsidiaryof its Subsidiaries; (x) neither the Company nor any of its Subsidiaries has incurred any Indebtedness, except customary increases in compensation to employees generally other than Indebtedness incurred in the ordinary course of business consistent with past practicebusiness; (xi) neither the Company nor any of its Subsidiaries has amended its Certificate of Incorporation or By-Laws; and (xii) except as set forth above, neither the Company nor any of its Subsidiaries has entered into any other transaction or contract other than in the ordinary course of business. Except as set forth in SECTION 4.7 of the Schedule, there are no scheduled, and the Company does not expect to make any, dividends on other distributions (whether cash, stock or otherwise) on or respect to any Shares or other securities of the Company between the date of the Agreement and the Cut-Off Date. For purposes of this Agreement, "INDEBTEDNESS" means any liability, whether or not contingent, (ixi) in respect of borrowed money or evidenced by bonds, notes, debentures, or similar instruments, (ii) representing the balance deferred and unpaid of the purchase price of any property (including pursuant to capital leases) but excluding trade payables, if and to the extent any of the foregoing indebtedness would appear as a liability upon a balance sheet prepared on a consolidated basis in accordance with GAAP, (iii) guaranties, direct or indirect, in any manner, of all or any part of any Indebtedness of any Person and (iv) any entering intopenalties, renewal, modification fees and expenses relating to prepayment or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect otherwise with respect to any of the Companyforegoing.

Absence of Certain Changes or Events. Since December May 31, 1998, 1996 and except as set forth disclosed in Section 3.08 the Star SEC Filings made through the date hereof, the business of Star and of each of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this Agreement, the Company and the Star Subsidiaries have has been conducted their businesses only in the ordinary course course, and in a manner consistent with past practice and, since December 31, 1998, there has not been (i) any Material Adverse Effect with respect to material adverse change in the Companycondition (financial or otherwise), results of operations, business, working capital, assets, liabilities or prospects of Star and the Star Subsidiaries, taken as a whole; (ii) any indebtedness incurred by Star or any Star Subsidiary for money borrowed; (iii) any material transaction or commitment, except in the ordinary course of business or as contemplated by this Agreement, entered into by Star or any of the Star Subsidiaries; (iv) any damage, destruction or loss (loss, whether or not covered by insurance) with respect to any property insurance or asset of the Company or any Subsidiary and havingnot, which, individually or in the aggregate, would have a Material Adverse Effect on Star; (v) any declaration, setting aside or payment of any dividend (whether in cash, securities or property) with respect to the Company, Star Common Stock; (iiivi) any material change by the Company in its accounting methods, principles agreement to acquire any assets or practices, with respect to the Company stock or other interests of any third party; (ivvii) any increase in the compensation payable or to become payable by Star or any Star Subsidiary to any employees, officers, directors or consultants or in any bonus, insurance, welfare, pension or other employee benefit plan, payment or arrangement made to, for or with any such employee, officer, director or consultant (other than as provided in employment agreements, consulting agreements and welfare and benefit plans in existence as of the date hereof, and except for increases consistent with past practice); (viii) any material revaluation by the Company Star or any Star Subsidiary of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, ; (ix) any entering into, renewal, modification material change by Star in accounting principles or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or methods except insofar as may be required by a change in generally accepted accounting principles; (x) any entering intomortgage or pledge of any of the assets or properties of Star or any Star Subsidiary or the subjection of any of the assets or properties of Star or any Star Subsidiary to any material liens, renewalcharges, modification encumbrances, imperfections of title, security interest, options or extension of, any contract, arrangement rights or agreement with any claims of other party having, individually or in the aggregate, a Material Adverse Effect with respect to thereto; or (xi) any assumption or guarantee by Star or a Star Subsidiary of the Companyindebtedness of any person or entity.

Absence of Certain Changes or Events. (a) Since December 31January 1, 1998, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior 2005 to the date of this Agreement, the Company Seller and the Seller Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31January 1, 19982005, there has not been (i) any change in the financial condition, results of operations or business of the Seller and any of the Seller Subsidiaries which has had a Seller Material Adverse Effect with respect to the CompanyEffect, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset assets of the Company Seller or any Subsidiary and having, individually or in of the aggregate, Seller Subsidiaries which has had a Seller Material Adverse Effect with respect to the CompanyEffect, (iii) any material change by the Company Seller in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company Seller of any asset (including, without limitation, of its assets in any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practicematerial respect, (v) any failure by except for regular quarterly cash dividends on the Company to revalue any asset in accordance Seller Common Stock with GAAP consistent with past practiceusual record and payment dates, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company date of this Agreement, and the Subsidiaries taken as a wholepublicly-announced stock repurchase program, (vii) any declaration, declaration setting aside or payment of any dividend dividends or distribution distributions in respect of any capital stock shares of the Company Seller Common Stock or any redemption, purchase or other acquisition of any of its securitiessecurities or any of the securities of any Seller Subsidiary, (viiivi) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonusthe wages, insurancesalaries, severancebonuses, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, fringe benefits or any other increase in the compensation payable or to become perquisites payable to any officers executive officer, employee, or key employees of the Company director or any Subsidiarygrant of any severance or termination pay, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practicepractices, (vii) any strike, work stoppage, slow-down or other labor disturbance, (viii) the execution of any collective bargaining agreement, contract or other agreement or understanding with a labor union or organization, or (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Companyunion organizing activities.

Absence of Certain Changes or Events. Since December 31From June 30, 19981997 to the date hereof, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or as disclosed in any SEC Report filed since December 31June 30, 1998 1997 and prior to the date execution and delivery of this AgreementAgreement or in the Company Disclosure Schedule, the Company and the Company Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998, and there has not been (ia) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (ivb) any revaluation by the Company of any material asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vic) any entry by the Company or any Company Subsidiary into any commitment or transaction material to the Company and the Company Subsidiaries taken as a whole, except in the ordinary course of business and consistent with past practice, (viid) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company Shares or any redemption, purchase or other acquisition of any of its securities, (viiie) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10except for increases required by existing employment agreements, any increase in the benefits under, or the establishment of or amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any SubsidiaryCompany Subsidiary or any other employee earning in excess of $100,000 per year, except customary increases (f) any entry by the Company or any Company Subsidiary into any employment, consulting, severance, termination or indemnification agreement with any officer of the Company or any Company Subsidiary or entry into any such agreement with any other person for an amount in compensation to employees generally incurred in excess of $100,000 per year or outside the ordinary course of business consistent with past practicebusiness, (ixg) any entering into, renewal, modification Company Material Adverse Effect or extension of, (h) any material contract, arrangement agreement by the Company or agreement with any affiliate Company Subsidiary to take any of the Companyactions described in this Section 3.7 except as expressly contemplated by this Agreement, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party havingthan for such events that would not, individually or in the aggregate, have a Company Material Adverse Effect with respect to the CompanyEffect.

Absence of Certain Changes or Events. Since From December 31, 1998, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to 2012 through the date of this Agreement, the Company and each of the Company Subsidiaries have has conducted their businesses only its business in all material respects in the ordinary course and in a manner consistent with past practice and, since December 31, 1998, there has not been (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, except in connection with this Agreement and the transactions contemplated herein. There has not been: (vi) since December 31, 2012, any failure by event, change, occurrence or effect of which the Company to revalue any asset in accordance with GAAP consistent with past practicehas Knowledge which has had a Material Adverse Effect, (viii) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company between December 31, 2012 and the Subsidiaries taken as a wholedate of this Agreement, (vii) any declaration, setting aside or payment of any dividend or other distribution in cash, shares, property or otherwise in respect of the Company’s or any of the Company Subsidiaries’ share capital, except for any dividend or distribution by a Company Subsidiary to the Company or another Company Subsidiary thereof, (iii) between December 31, 2012 and the date of this Agreement, any redemption, repurchase or other acquisition of any shares of share capital stock of the Company or any redemptionof the Company Subsidiaries, purchase other than in connection with (A) the acquisition by the Company of its Shares in connection with the forfeiture of Company Restricted Shares or other (B) the acquisition by the Company of its Shares in connection with the net exercise of Company Options in accordance with the terms thereof, (iv) between December 31, 2012 and the date of this Agreement, any material change by the Company in its accounting principles, except as may be appropriate to conform to changes in statutory or regulatory accounting rules or GAAP or regulatory requirements with respect thereto, or (v) between December 31, 2012 and the date of this Agreement, any making or revocation of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10material Tax election, any increase in settlement or establishment compromise of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit planmaterial Tax liability, or any other increase in the compensation payable change (or to become payable request to any officers or key employees taxing authority to change) to any material aspect of the method of accounting of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the CompanyCompany Subsidiaries for Tax purposes.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any the SEC Report Documents filed since December 31, 1998 and on or prior to the date of this Agreement, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice andhereof, since December 31, 1998, the Company has conducted its business only in the ordinary course consistent with past practice, and there has not been (i) any Material Adverse Effect material adverse change with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend (whether in cash, stock or distribution in property) with respect to any of any the Company's capital stock other than the regular quarterly dividends on Shares in the amount of $.045 per Share (the "Company's regular dividend"), (iii) (A) any granting by the Company or any of its subsidiaries to any officer, director or employee of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, subsidiaries of any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase bonus or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiarybenefits, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practiceprior practice or as was required under employment agreements in effect as of December 31, 1998, (ixB) any entering intogranting by the Company or any of its subsidiaries to any such officer, renewal, modification director or extension employee of, or any material contractincrease in, severance or termination pay, except as was required under employment, severance or termination agreements in effect as of December 31, 1998, or any amendment to any existing arrangement with such officer, director or employee, (C) except in accordance with past practice as to officers, directors or employees of the Company or any of its subsidiaries, any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance, termination or other similar agreement (or any amendment to such existing agreement) with any affiliate such officer, director or employee, or (D) any establishment, adoption or amendment (except as required by applicable law) of any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any director, officer or employee of the Company or any of its subsidiaries, (iv) any damage, destruction or loss, whether or not covered by insurance, affecting the business or assets of the Company or any of its subsidiaries that has or reasonably could be expected to have a material adverse effect on the Company, (v) any change in accounting methods, principles or practices or any change in any method of tax accounting by the Company materially affecting the assets, liabilities or business of the Company and its subsidiaries, taken as a whole, except insofar as may have been required by a change in generally accepted accounting principles, or (xvi) any entering intoevent which, renewalif it had taken place following the execution of this Agreement, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Companywould not have been permitted by Section 4.1.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth on Schedule 2.09 hereto or as otherwise disclosed in Section 3.08 the Company SEC Filings or the financial statements of the Disclosure Schedule or Company and its subsidiaries as of and for the nine months ended June 30, 1997 referred to above, and except as otherwise expressly contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this Agreement, since September 30, 1996, neither the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998, there nor any of its subsidiaries has not been (i) issued any Material Adverse Effect with respect to the Companystock, bonds or other corporate securities; (ii) borrowed or refinanced any damage, destruction amount or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) incurred any material change by the Company in its accounting methods, principles liabilities (absolute or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivablecontingent), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company revolving credit facility borrowings and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally trade payables incurred in the ordinary course of business consistent with past practice; (iii) discharged or satisfied any material Claim or incurred or paid any obligation or liability (absolute or contingent) other than current liabilities shown on the September 30, 1996 Balance Sheet and current liabilities incurred since the date of such balance sheet in the ordinary course of business consistent with past practice; (iv) declared or made any payment or distribution to stockholders, or purchased or redeemed any shares of its capital stock or other securities; (v) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, other than liens for current real property taxes not yet due and payable; (vi) sold, assigned or transferred any of its tangible assets, or cancelled any debts or Claims, except in the ordinary course of business consistent with past practice; (vii) sold, assigned or transferred any patents, trademarks and trade names, trademark and trade name registrations, servicemark, brandmark and brand name registrations and copyrights, the applications therefor and the licenses with respect thereto or other intangible assets; (viii) waived any rights of substantial value, whether or not in the ordinary course of business; (ix) made any entering intomaterial increase in the compensation (including, renewalwithout limitation, modification the rate of commissions) payable to, or extension any payment of a material cash bonus to any director, officer, employee of, or consultant or agent to, the Company or any of its subsidiaries or any other material contract, arrangement change in the terms or agreement with conditions of any affiliate of the Company, or employment relationship; (x) announced any entering intoplan or legally binding commitment to create any employee benefit plan, renewal, modification program or extension of, any contract, arrangement or agreement to amend or modify in any material respect any existing employee benefit plan, program or arrangement; (xi) eliminated the vesting conditions or otherwise accelerated the payment of any compensation, including any stock options; or (xii) except in connection with this Agreement and the transactions contemplated hereby, entered into any other party havingagreement, individually letter of intent or similar undertaking to take any of the actions listed in the aggregate, a Material Adverse Effect with respect to the Companyclauses (i) through (xi) above.

Absence of Certain Changes or Events. Since December 31, 19982012 to the date hereof, there has not been any Company Material Adverse Effect. Since December 31, 2013 to the date hereof, except as set forth in Section 3.08 of the Disclosure Schedule or as expressly contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this Agreement, (a) the Company and the its Subsidiaries have conducted their businesses only in all material respects in the ordinary course and in a manner consistent with past practice, (b) the Company has not taken or permitted any of its Subsidiaries to take any of the following actions: (i) declare, set aside or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of the Shares (other than dividends or other distributions from any Subsidiary to the Company or to another wholly-owned Subsidiary), or redeem, purchase or otherwise acquire, directly or indirectly, any of its shares or other securities (other than in connection with the settlement of any Company Share Awards in accordance with the appropriate Share Incentive Plans and this Agreement) or (ii) adopt, pass any resolution to approve or make any petition or similar proceeding or order in relation to, a plan of complete or partial liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or other reorganization of any Group Company (other than the Merger or any merger or consolidation among wholly-owned Subsidiaries of the Company), (c) there has not been any material change in any method of accounting or accounting practice andby the Company or any of its Subsidiaries, since December 31, 1998(d) other than in the ordinary course of business and consistent with past practice (including with respect to amount and timing), there has not been (i) any Material Adverse Effect with respect material increase in the compensation or benefits payable or to the Companybecome payable to its officers or key employees, (iie) any damage, destruction or loss (whether or the Group Companies have not covered by insurance) with respect to any property or asset incurred Indebtedness in excess of the Company or any Subsidiary and having, individually or US$70,000,000 in the aggregate, a Material Adverse Effect with respect to the Company, (iiif) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down none of the value Group Companies has (i) acquired or made any capital contributions to or investments in any business or entity or (ii) acquired any assets outside of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, and (vg) no receiver, trustee, administrator or other similar person has been appointed in relation to the affairs of any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Group Company or its property or any Subsidiary into any commitment or transaction part thereof material to the Company and the its Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Absence of Certain Changes or Events. Since December 31Except as disclosed in the Company SEC Documents filed with the SEC prior to the date hereof or in SCHEDULE 3.1.6 to the Company Disclosure Letter, 1998, except as set forth in Section 3.08 since the date of the Disclosure Schedule or as contemplated by this Agreement or disclosed most recent financial statements included in any the Company SEC Report filed since December 31, 1998 and prior Documents (the "Financial Statement Date") to the date of this Agreement, the Company and the Company Subsidiaries have conducted their businesses business only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998, there has not been (i) any change that would have a Material Adverse Effect (a "Material Adverse Change"), nor has there been any occurrence or circumstance that with respect the passage of time would reasonably be expected to the Companyresult in a Material Adverse Change, (ii) any damage, destruction or loss except for (whether or x) regular quarterly dividends not covered by insurancein excess of $.395 per share of Common Shares with customary record and payment dates and (y) with respect to any property or asset the payment of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect preferred share purchase right dividend pursuant to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to Rights Agreement between the Company and BankBoston, N.A., dated May 23, 1997 (the Subsidiaries taken as a whole"Rights Agreement"), (vii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's beneficial interests, other than any dividend required to be paid pursuant to SECTION 2.2.4, (iii) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of any or in substitution for, or giving the right to acquire by exchange or exercise, shares of its capital stock or any issuance of an ownership interest in, any Company Subsidiary except as permitted by SECTION 4.1 after the date hereof, (iv) any damage, destruction or loss, whether or not covered by insurance, that has or would have or is reasonably likely to have a Material Adverse Effect or (v) any change in accounting methods, principles or practices by the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases insofar as required by a change in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.GAAP. 3.1.7

Absence of Certain Changes or Events. Since December 31July 30, 19981995, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report Document filed since December 31July 30, 1998 1995 and prior to the date of this Agreement, the Company and the its Subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice andpractice, since December 31, 1998, and there has not been (i) any damage, destruction or loss, whether covered by insurance or not, having or which, insofar as reasonably can be foreseen, in the future would have a Material Adverse Effect with respect to the CompanyEffect, (ii) any damagedeclaration, destruction setting aside or loss payment of any dividend (whether in cash, stock or not covered by insuranceproperty) with respect to Common Stock, or any property redemption, purchase or asset other acquisition of any of its securities, (iii) any change in the business, operations, properties, financial condition, assets or liabilities (including, without limitation, contingent liabilities) of the Company or any Subsidiary and having, individually or in the aggregate, having a Material Adverse Effect with respect Effect, (iv) any labor dispute, other than routine matters, none of which is material to the CompanyCompany and its Subsidiaries taken as a whole, (iiiv) any entry into any material commitment or transaction (including, without limitation, any borrowing or capital expenditure) other than in the ordinary course of business consistent with past practice, (vi) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (ivvii) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Absence of Certain Changes or Events. Since December 31, 1998, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this AgreementLatest Balance Sheet Date, the Surviving Company and the Subsidiaries have has conducted their businesses its business only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998, and there has not been been: (i) any Material Adverse Effect with respect to the Company, (iia) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset material assets of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Surviving Company, ; (iiib) any material change by the Surviving Company in its accounting methods, principles or practices, with respect to the Company ; (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (viic) any declaration, setting aside or payment of any dividend dividends or distribution distributions in respect of any shares of the capital stock of the Surviving Company or any redemption, purchase or other acquisition by the Surviving Company of any of its securities, ; (viiid) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in the benefits under, or the establishment of or amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase sharing or other employee benefit plan, or any other increase in the compensation payable or to become payable to any directors, officers or key employees of the Company or any SubsidiarySurviving Company, except customary for annual bonuses or merit increases in salaries or wages in the ordinary course of business and consistent with past practice; (e) any payment or other transfer of assets by the Surviving Company, other than compensation payments in the ordinary course of business and consistent with past practice; (f) any revaluation by the Surviving Company of any of its assets, including the writing down or off of notes or accounts receivable, other than in the ordinary course of business and consistent with past practices; (g) any entry by the Surviving Company into any commitment or transaction material to employees generally the Surviving Company including, without limitation, incurring or agreeing to incur capital expenditures in excess of $10,000; (h) any incurrence of indebtedness for borrowed money other than trade payables incurred in the ordinary course of business consistent with past practice, business; (ixi) the termination of employment (whether voluntary or involuntary) of any officer or key employee of the Surviving Company; or (j) any entering intochange, renewal, modification occurrence or extension of, any material contract, arrangement circumstance having or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party havingreasonably likely to have, individually or in the aggregate, a Material Adverse Effect with respect to material adverse effect on the business, operations, assets, financial condition, results of operations or prospects of the Surviving Company.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 4.12 of the OrthAlliance Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this Agreement, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice andSchedule, since December 31, 19982000, there has not been none of OrthAlliance or its Subsidiaries has: (ia) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), operated other than in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (vc) acquired or agreed to acquire any failure material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the Company to revalue ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any asset assets, other than in accordance the ordinary course of business and consistent with GAAP past practice; (e) except in the ordinary course of business, consistent with past practice, (vi) adopted any entry by new, or amended or otherwise increased, or accelerated the Company payment or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock vesting of the Company amounts payable or to become payable under any redemptionexisting, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severanceincentive compensation, deferred compensation, pension, retirementseverance, profit sharing, stock option (including, without limitation, the granting of stock optionsoption, stock appreciation rightspurchase, performance awards or restricted stock awards)insurance, stock purchase pension, retirement or other employee benefit planplan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other increase person, except in the compensation payable ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to become payable to any officers its wholly-owned Subsidiaries or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice); (j) instituted, (ix) any entering into, renewal, modification settled or extension ofagreed to settle, any material contractlitigation, arrangement action or agreement with proceeding before any affiliate of the Companycourt, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or (x) made any entering into, renewal, modification change in any method of accounting for taxes or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect accounting policy with respect to taxes; (l) changed any of the Company.accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report the Company Reports filed since December 31, 1998 and prior to the date of hereof or in Company Disclosure Schedule 3.10, or as otherwise expressly permitted or expressly contemplated by this Agreement, since September 30, 2013 (the “Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998Balance Sheet Date”), there has not been (i) any Material Adverse Effect with respect to change or development in the Companybusiness, operations, assets, liabilities, condition (ii) any damagefinancial or otherwise), destruction results of operations, cash flows or loss (whether or not covered by insurance) with respect to any property or asset properties of the Company or any Subsidiary and havingof its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, and to the Knowledge of Company, no fact or condition exists which is reasonably likely to cause a Material Adverse Effect with respect to Company in the future, (iiiii) any material change by the Company or any of its Subsidiaries in its accounting methods, principles or practices, with respect to the Company other than changes required by applicable law or GAAP or regulatory accounting as concurred in by Company’s independent accountants, (iviii) any revaluation entry by the Company or any of its Subsidiaries into any asset contract or commitment of (including, without limitation, any writing down A) more than $100,000 or (B) $50,000 per annum with a term of the value of inventory or writing off of notes or accounts receivable)more than one year, other than loans and loan commitments in the ordinary course of business consistent with past practicebusiness, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (viiiv) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any of its Subsidiaries or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts the ordinary course of business consistent with past practice, (as in effect on the date hereofv) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any directors, officers or key employees of the Company or any Subsidiaryof its Subsidiaries, except customary increases or any grant of severance or termination pay, or any contract or arrangement entered into to make or grant any severance or termination pay, any payment of any bonus, or the taking of any action not in the ordinary course of business with respect to the compensation or employment of directors, officers or employees of Company or any of its Subsidiaries, (vi) any material election made by Company or any of its Subsidiaries for federal or state income tax purposes, (vii) any material change in the credit policies or procedures of Company or any of its Subsidiaries, the effect of which was or is to employees generally incurred make any such policy or procedure less restrictive, (viii) other than loans and loan commitments and investment securities in the ordinary course of business and consistent with past practice, any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into, or (ix) any material lease of real or personal property entered into, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report the Company Reports filed since December 31, 1998 and prior to the date of hereof or in Company Disclosure Schedule 3.10, or as otherwise expressly permitted or expressly contemplated by this Agreement, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December March 31, 19982012 (the “Company Balance Sheet Date”), there has not been (i) any Material Adverse Effect with respect to change or development in the Companybusiness, operations, assets, liabilities, condition (ii) any damagefinancial or otherwise), destruction results of operations, cash flows or loss (whether or not covered by insurance) with respect to any property or asset properties of the Company or any Subsidiary and havingof its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, and to the Knowledge of Company, no fact or condition exists which is reasonably likely to cause a Material Adverse Effect with respect to Company in the future, (iiiii) any material change by the Company or any of its Subsidiaries in its accounting methods, principles or practices, with respect to the Company other than changes required by applicable law or GAAP or regulatory accounting as concurred in by Company’s independent accountants, (iviii) any revaluation entry by the Company or any of its Subsidiaries into any asset contract or commitment of (including, without limitation, any writing down A) more than $100,000 or (B) $50,000 per annum with a term of the value of inventory or writing off of notes or accounts receivable)more than one year, other than loans and loan commitments in the ordinary course of business consistent with past practicebusiness, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (viiiv) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any of its Subsidiaries or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts the ordinary course of business consistent with past practice, (as in effect on the date hereofv) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any directors, officers or key employees of the Company or any Subsidiaryof its Subsidiaries, except customary increases or any grant of severance or termination pay, or any contract or arrangement entered into to make or grant any severance or termination pay, any payment of any bonus, or the taking of any action not in the ordinary course of business with respect to the compensation or employment of directors, officers or employees of Company or any of its Subsidiaries, (vi) any material election made by Company or any of its Subsidiaries for federal or state income tax purposes, (vii) any material change in the credit policies or procedures of Company or any of its Subsidiaries, the effect of which was or is to employees generally incurred make any such policy or procedure less restrictive in any material respect, (viii) other than loans and loan commitments, any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into, or (ix) any material lease of real or personal property entered into, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Absence of Certain Changes or Events. Since December 31, 1998, except as set forth in Section 3.08 the date of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31Business Balance Sheet, 1998 and prior to through the date of this Agreement, except as otherwise contemplated, required or permitted by this Agreement, the Company and the Subsidiaries have conducted their businesses only Business has been conducted, in all material respects, in the ordinary course and in a manner of business consistent with past practice and, since December 31, 1998, and there has not been (i) any Material Adverse Effect with respect to the Companyevent, (ii) any damage, destruction development or loss (whether or not covered by insurance) with respect to any property or asset state of the Company or any Subsidiary and havingcircumstances that has had, individually or in the aggregate, a Business Material Adverse Effect with respect to the Effect, (ii) any non-cash distribution or dividend made by any Acquired Company, (iii) any repurchase of equity securities by any Acquired Company, (iv) any split, combination or reclassification of any of the Acquired Companies’ capital stock or other equity interests, (v) any material change by the Company in its accounting methods, principles or practicespractices of any Acquired Company or, with respect to the Company Business, Seller, (ivvi) any revaluation acquisition by the any Acquired Company of, or agreement by any Acquired Company to, acquire, any business or corporation, partnership, association or other business organization or division thereof, (vii) any sale, lease, license, encumbrance (other than a Permitted Lien) or other disposition of any asset (includingproperties or assets of any Acquired Company, without limitationexcept the sale, any writing down lease, license, encumbrance or disposition of the value of inventory property or writing off of notes or accounts receivable), other than assets in the ordinary course of business consistent with past practice, (vviii) any failure damage, destruction or loss, whether or not covered by insurance, with respect to the properties or assets of any Acquired Company to revalue any asset in accordance with GAAP consistent with past practicehaving a replacement cost of more than $50,000, (viix) any entry by the an Acquired Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severanceemployment, deferred compensation, pensionseverance or similar agreement (or amendment to any such agreement) with any Business Employee, retirementor any agreement with any Business Employee to increase the compensation payable by it to any such Business Employee or to increase the coverage or benefits available under any severance pay, profit sharingtermination pay, stock option (includingvacation pay, without limitationsalary continuation for disability, the granting of stock optionssick leave, stock appreciation rightsdeferred compensation, performance awards bonus or restricted stock awards)other incentive compensation, stock purchase insurance, pension or other employee benefit planplan made to, for or any with such Business Employees other increase than, in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiaryeach case, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering election by Seller relating to Taxes in respect of the Acquired Companies or settlement or compromise of any claim relating to Taxes in respect of the Acquired Companies, (xi) entry into, renewalamendment or termination of any material agreement to which an Acquired Company is a party or by which it is bound; (xii) any material change, modification whether written or extension oforal, to any contract, arrangement agreement or agreement understanding with any of the Acquired Companies’ material suppliers or customers; (xiii) any acceleration or delay in collection of any notes or accounts receivable of the Acquired Companies in advance of or beyond their regular due dates or the dates when they would have been collected in the ordinary course of business consistent with past practices; (xiv) any delay or accelerated payment of any accrued expense, trade payable or other party having, individually liability of the Acquired Companies beyond or in advance of its due date or the aggregatedate when such liability would have been paid in the ordinary course of business consistent with past practices; or (xv) any settlement of any claim or litigation, a Material Adverse Effect with respect to or filing of any motions, orders, briefs or settlement agreements in any proceeding involving the CompanyAcquired Companies before any Governmental Entity or any arbitrator.

Absence of Certain Changes or Events. Since December 31, 19981996, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or Agreement, disclosed in any the SEC Report Reports filed since December 31, 1998 and publicly available prior to the date of this Agreement, the Company and the Subsidiaries its subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998such date, there has not been been: (i) any changes in the financial condition, results of operations, assets, business or operations of the Company or any of its subsidiaries having or reasonably likely to have a Material Adverse Effect with respect to the Company, Effect; (ii) any condition, event or occurrence which, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect; (iii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset assets of the Company or any Subsidiary and havingof its subsidiaries which is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect with respect to the Company, Effect; (iiiiv) any material change by the Company in its accounting methods, principles or practices, with respect to the Company ; (ivv) any revaluation by the Company of any asset (includingof its material assets, without limitation, any including but not limited to writing down of the value of inventory or writing off of notes or accounts receivable), receivable other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, business; (vi) any entry by the Company or any Subsidiary of its subsidiaries into any commitment or transaction transactions material to the Company and the Subsidiaries its subsidiaries taken as a whole, whole (other than commitments or transactions entered into in the ordinary course of business); (vii) any declaration, setting aside or payment of any dividend dividends or distribution distributions in respect of any capital stock the Shares other than the regular quarterly dividend in the amount of the Company $.20 per share; or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, including without limitation, limitation the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee 18 14 benefit planplan or agreement or arrangement, or any other increase in the compensation payable or to become payable to any present or former directors, officers or key employees of the Company or any Subsidiaryof its subsidiaries, except customary for increases in base compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) or any entering intoemployment, renewal, modification consulting or extension of, any material contract, severance agreement or arrangement or agreement entered into with any affiliate of the Companysuch present or former directors, officers or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Companykey employees.

Absence of Certain Changes or Events. Since December 31Except as disclosed in the Company Reports, 1998, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed as set forth on Schedule 4.1(g) of the Company Disclosure Schedules, since December 31September 30, 1998 and prior to the date of this Agreement2005, the Company and the Subsidiaries have has conducted their its businesses only in the ordinary course and in a manner consistent with past practice andpractice, since December 31, 1998, and there has not been been: (i) any Material Adverse Effect with respect event that has had, or could reasonably be expected to the Company, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and havinghave, individually or in the aggregate, a Company Material Adverse Effect with respect to the Company, Effect; (iiiii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company practices except for any such change required by reason of a concurrent change in U.S. GAAP; (iviii) any revaluation by the Company of any material asset (including, without limitation, including any writing writing-down of the value of inventory or writing writing-off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, ; (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (viiiv) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition by the Company or any of its Subsidiaries of any of its securities; (v) any amendment of any material term of any outstanding security of the Company or any of its Subsidiaries; (vi) any settlement or compromise of any material litigation, action or claim; (viiivii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in establishment or establishment material amendment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards)option, stock purchase or other employee benefit plan, plan or any other material increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiaryof its Subsidiaries, except customary for salary increases and benefit accruals pursuant to the Company Compensation and Benefit Plans in compensation to employees generally incurred the ordinary course of business; (viii) any incurrence, assumption or guarantee by the Company or any of its Subsidiaries of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practice; (ix) any creation or other incurrence by the Company or any of its Subsidiaries of any Lien on any material asset other than in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or ; (x) any entering intomaking of any material loan, renewaladvance or capital contributions to or investment in any Person other than loans, modification advances or extension ofcapital contributions to or investments in its wholly-owned Subsidiaries in the ordinary course of business consistent with past practice; or (xi) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets of the Company or any contractof its Subsidiaries that has had, arrangement or agreement with any other party havingcould reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect with respect to the CompanyEffect.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 on Schedule 3.12 of the Company Disclosure Schedule or as contemplated by this Agreement in the Company SEC Documents filed or disclosed in any SEC Report filed since December 31, 1998 and furnished prior to the date of hereof, or as otherwise expressly permitted or expressly contemplated by this Agreement, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 19982010, there has not been (i) any Material Adverse Effect with respect to change or development in the Companybusiness, operations, assets, liabilities, condition (ii) any damagefinancial or otherwise), destruction results of operations, cash flows or loss (whether or not covered by insurance) with respect to any property or asset properties of the Company or any Subsidiary and havingof its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect with respect to the CompanyEffect, (iiiii) any material change by the Company or any of its Subsidiaries in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation other than changes required by applicable law or GAAP or regulatory accounting as concurred in by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practiceCompany's independent registered public accounting firm, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (viiii) any entry by the Company or any Subsidiary of its Subsidiaries into any contract or commitment of (A) more than $250,000 or transaction material to (B) $100,000 per annum with a term of more than one year, other than loans and loan commitments in the Company and the Subsidiaries taken as a wholeordinary course of business, (viiiv) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any of its Subsidiaries or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts the ordinary course of business consistent with past practice or with respect to shares tendered in payment for the exercise of stock options or withheld for tax purposes upon the vesting of restricted stock awards or performance share awards or upon the exercise of stock options, (as in effect on the date hereofv) referred to in Section 3.10, any increase in establishment or establishment amendment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any directors or executive officers of the Company or any of its Subsidiaries, or any contract or arrangement entered into to make or grant any severance or termination pay, or the taking of any action not in the ordinary course of business with respect to the compensation or employment of directors, officers or key employees of the Company or any Subsidiaryof its Subsidiaries, except customary increases (vi) any material closing agreement, settlement, election or other action made by Company or any of its Subsidiaries for federal or state income tax purposes, (vii) any material change in compensation the credit policies or procedures of the Company or any of its Subsidiaries, the effect of which was or is to employees generally incurred make any such policy or procedure less restrictive in any respect, (viii) any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into, other than loans and loan commitments, or (ix) any material lease of real or personal property entered into, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth disclosed in Section 3.08 of the Company Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed Letter, since December 31June 30, 1998 and prior to 2009 through the date of this Agreementhereof, the Company and the Company Subsidiaries have conducted conducted, in all material respects, their businesses only business in the ordinary course consistent with past practice, and since such date through the date hereof, (a) there has not occurred any Company Material Adverse Effect and (b) the Company and the Company Subsidiaries have not (i) except for borrowings under the Credit Agreement, dated as of February 9, 2009, among the Company, Bank of America N.A., and the other lenders party thereto, as amended (the “Credit Agreement”), incurred any material Indebtedness, (ii) increased the compensation or benefits payable to or to become payable to its directors, officers or employees, except for increases in a manner the ordinary course of business consistent with past practice and, since December 31, 1998, there has not been (i) any Material Adverse Effect with respect to the Company, (ii) any damage, destruction in salaries or loss (whether or not covered by insurance) with respect to any property or asset wages of employees of the Company or any Subsidiary and havingCompany Subsidiary, individually or in granted any rights to severance or termination pay to, or entered into any employment or severance agreement with, any director, officer or other employee of the aggregateCompany or any Company Subsidiary, a Material Adverse Effect with respect or taken any affirmative action to the Companyamend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Benefit Plan, (iii) made or changed any material change election in respect of Taxes, adopted or changed any material accounting method in respect of Taxes or, except in the ordinary course of business consistent with past practice, settled or compromised any material claim, notice, audit report or assessment in respect of Taxes, (iv) made any material change, other than changes required by the Company in its accounting methods, principles or practicesGAAP, with respect to accounting policies or procedures of the Company or any Company Subsidiary, (ivv) pre-paid any revaluation by the Company of material Indebtedness or paid, discharged or satisfied any asset material claims, liabilities or obligations (includingabsolute, without limitationaccrued, any writing down of the value of inventory contingent or writing off of notes or accounts receivableotherwise), other than except for such payments, discharges or satisfaction of claims in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) suffered any entry material damage, destruction or loss, whether or not covered by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a wholeinsurance, (vii) any declarationdeclared, setting set aside or payment of paid any dividend or other distribution in respect of any capital stock of the Company Capital Stock (except for quarterly dividends of $0.025 per share of Common Stock), or made any direct or indirect redemption, purchase repurchase or other acquisition of any of its securitiesCompany Capital Stock, (viii) written up, written down or written off the book value of any material assets, or a material amount of any other assets, other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practiceor except as required by GAAP or Law, (ix) wound-up, liquidated, or dissolved any entering intobusiness, renewalsubsidiary, modification or extension of, any material contract, arrangement or agreement with any affiliate joint venture of the CompanyCompany or any Company Subsidiary, or (x) made any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or material changes in the aggregate, a Material Adverse Effect with respect to the Company’s disclosure controls and procedures or internal control over financial reporting.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 of the Disclosure Schedule or as otherwise contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this Agreement, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 19982007, the Company and its Subsidiaries have conducted their business in the ordinary course, and there has not been occurred: (ia) any event or change that has had or would reasonably be expected to have a Material Adverse Effect with respect to on the Company, Company or its Subsidiaries; (iib) any damagematerial damage or destruction to, destruction or loss of, any material assets or property owned, leased or used by the Company or its Subsidiaries (whether or not covered by insurance); (c) with respect to any sale of property or asset of the Company or any Subsidiary and having, individually or its Subsidiaries except in the aggregate, a Material Adverse Effect with respect to the Company, ordinary course of business; (iiid) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than except in the ordinary course of business consistent with past practice, (v) any failure increase in compensation payable by the Company or its Subsidiaries to revalue any asset director or executive officer of the Company or its Subsidiaries; (e) a settlement or agreement by the Company or its Subsidiaries to settle any action except in accordance with GAAP consistent with past practicethe ordinary course of business; (f) a declaration or payment of any dividend by the Company or its Subsidiaries on any shares of its capital stock (other than any dividend between or among the Company and its Subsidiaries); (g) except in the ordinary course of business, the entrance into any reinsurance or retrocessional agreement, either as a ceding company or reinsurer; (vih) except in the ordinary course of business, any change in material underwriting, reinsurance, marketing, pricing or claim processing procedures or practices of the Company or any Subsidiaries; or (i) any entry agreement by the Company or any Subsidiary into any commitment or transaction material to the Company and of the Subsidiaries taken as a whole, (vii) to do any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as matters set forth in any contracts clauses (as in effect on the date hereofa) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option through (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ixh) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Companyabove.

Absence of Certain Changes or Events. Since December 31, 19982003, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to as set forth on Schedule 3.09 of the date of this AgreementCompany Disclosure Schedule, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice andpractice, since December 31, 1998, and there has not been (ia) any event or events having a Company Material Adverse Effect with respect to the CompanyEffect, (iib) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (ivc) any revaluation by the Company of any material asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vid) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, except in the ordinary course of business and consistent with past practice, (viie) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viiif) any material damage, destruction or loss to material property, whether or not covered by insurance, (g) any settlement or compromise of any material litigation, action or claim, or (h) other than as set forth in any pursuant to the contracts (as in effect on the date hereof) and Plans expressly referred to in Section 3.103.11 hereof, any increase in in, establishment or establishment material amendment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary for salary increases in compensation to employees generally incurred and benefit accruals in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 ------------------------------------ ------- 4.13 of the Company Disclosure Schedule or Schedule, since March 31, 2000, except as ---- contemplated by this Agreement or disclosed in any SEC Report Document filed since December March 31, 1998 2000 and prior to the date of this Agreement, the Company and the its Subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice andpractice, since December 31, 1998, and there has not been (i) any damage, destruction or loss, whether covered by insurance or not, having or which, insofar as reasonably can be foreseen, in the future could have a Material Adverse Effect with respect to the CompanyEffect, (ii) any damagedeclaration, destruction setting aside or loss payment of any dividend (whether in cash, stock or not covered by insuranceproperty) with respect to Common Stock, or any property redemption, purchase or asset other acquisition of any of its securities, (iii) any change in the business, operations, properties, prospects, financial condition, assets or liabilities (including, without limitation, contingent liabilities) of the Company or any Subsidiary and having, individually or in the aggregate, which could have a Material Adverse Effect with respect Effect, (iv) any labor dispute, other than routine matters, none of which is material to the CompanyCompany and its Subsidiaries taken as a whole, (iiiv) any entry into any material commitment or transaction (including, without limitation, any borrowing or capital expenditure) other than in the ordinary course of business consistent with past practice, (vi) any change by the Company in its accounting methods, principles or practices, with respect to the Company (ivvii) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Absence of Certain Changes or Events. Since December 31September 30, 19982002, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31September 30, 1998 2002 and prior to the date of this Agreement, the Company and the its Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31September 30, 19982002, there has not been (ia) any change in the business, operations, properties, condition (financial or otherwise), assets or liabilities (including, without limitation, contingent liabilities) or prospects of the Company or its Subsidiaries having individually or in the aggregate, a Company Material Adverse Effect with respect to the CompanyEffect, (iib) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary its Subsidiaries and having, having individually or in the aggregate, a Company Material Adverse Effect with respect to the CompanyEffect, (iiic) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (ivd) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (viie) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viiif) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiaryits Subsidiaries, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ixg) any entering into, renewal, modification new or extension ofchange to a material election in respect of Taxes, any material contractamendment of a Tax Return, arrangement any adoption or change to an accounting method in respect of Taxes, any entering into a Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settlement or compromise of any claim or assessment in respect of Taxes, or any consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes with any affiliate Governmental Authority, (h) any change to the Company's certificate of incorporation, (i) any settlement or compromise by the Company of legal actions whether threatened or pending, (j) the entry by the Company into any material agreement other than in the ordinary course of business, (k) any issuance of any capital stock of the CompanyCompany or any securities convertible or exchangeable for shares of capital stock of the Company or any securities, warrants, options or rights to purchase any of the foregoing (xexcept pursuant to the exercise of options and pursuant to the Employee Stock Purchase Plan), (l) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or capital expenditures by the Company in excess of $250,000 in the aggregate, a Material Adverse Effect with respect (m) the pledge or encumbrance of any asset material to the Company or (n) the issuance of any loan by the Company.

Absence of Certain Changes or Events. Since December 31, 19981999, except as set forth in Section 3.08 of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this Agreement, the Company Seller, the Seller's Bank and the Seller's Subsidiaries have conducted their businesses only in the ordinary course and in a manner manners consistent with past practice and, since December 31, 19981999, except as set forth in Section 4.10 of the Seller Disclosure Schedule, there has not been (ia) either individually or in the aggregate, any Material Adverse Effect with respect to the CompanyEffect, (iib) any material damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company Seller, the Seller's Bank or any Subsidiary and having, individually or in of the aggregate, a Material Adverse Effect with respect to the CompanySeller's Subsidiaries, (iiic) any material change by the Company Seller, the Seller's Bank or any of the Seller's Subsidiaries in its accounting methods, principles or practices, with respect to other than changes required by applicable law or GAAP or regulatory accounting as concurred in by the Company Seller's independent accountants, (ivd) any revaluation by the Company Seller, the Seller's Bank or any of the Seller's Subsidiaries of any asset (asset, including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vie) any entry by the Company Seller, the Seller's Bank or any Subsidiary of the Seller's Subsidiaries into any contract or commitment or transaction material (other than with respect to the Company and the Subsidiaries taken Loans, as a wholehereinafter defined) of more than $200,000, (viif) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company Seller, the Seller's Bank or any of the Seller's Subsidiaries except in the ordinary course of business in an amount consistent with past practice or any redemption, purchase or other acquisition of any of its securities, (viiig) other than except as set forth in any contracts (as in effect on the date would have been permitted by Section 6.01(b)(ix) hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any directors, officers or key employees of the Company Seller, the Seller's Bank or any Subsidiaryof the Seller's Subsidiaries, except customary increases or any grant of severance or termination pay, or any contract or arrangement entered into to make or grant any severance or termination pay, any payment of any bonus, or the taking of any other material action not in the ordinary course of business with respect to the compensation or employment of directors, officers or employees of the Seller, the Seller's Bank or any of the Seller's Subsidiaries, (h) any strike, work stoppage, slowdown or other labor disturbance, (i) any material election made by the Seller, the Seller's Bank or any of the Seller's Subsidiaries for federal or state income tax purposes, (j) any change in the credit policies or procedures of the Seller, the Seller's Bank or any of the Seller's Subsidiaries, the effect of which was or is to employees generally incurred make any such policy or procedure materially less restrictive in any material respect, (k) any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether due or to become due), including without limiting the generality of the foregoing, liabilities as guarantor under any guarantees or liabilities for taxes, other than in the ordinary course of business consistent with past practice, (ixl) any entering intoforgiveness or cancellation of any indebtedness or contractual obligation other than in the ordinary course of business consistent with past practice, renewal(m) except with respect to funds borrowed by the Seller, modification the Seller's Bank or extension ofany of the Seller's Subsidiaries, any material contractmortgage, arrangement pledge, lien or agreement with lease of any affiliate assets, tangible or intangible, of the CompanySeller, the Seller's Bank or any of the Seller's Subsidiaries with a value in excess of $25,000 in the aggregate (n) any acquisition or disposition of any assets or properties having a value in excess of $100,000, or any contract for any such acquisition or disposition entered into, or (xo) any entering lease of real or personal property entered into, renewal, modification or extension of, any contract, arrangement or agreement other than in connection with any other party having, individually foreclosed property or in the aggregate, a Material Adverse Effect ordinary course of business consistent with respect to the Companypast practice.

Absence of Certain Changes or Events. Since Except as set forth on Schedule 3.7, since December 31, 19982020, each of the Company and Subsidiary has conducted its business only in the Ordinary Course of Business and there has not been a Material Adverse Effect. Without limiting the foregoing, except as set forth in Section 3.08 of the Disclosure on Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this Agreement, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and3.7, since December 31, 19982020, there neither the Company nor Subsidiary has not been (a) issued, purchased or redeemed any of its equity securities, or granted or issued any option, warrant or other right to purchase or acquire any such equity securities, (b) incurred or discharged any Liabilities, except Liabilities incurred or discharged in the Ordinary Course of Business, (c) encumbered any of its properties or assets, tangible or intangible, except for Encumbrances incurred in the Ordinary Course of Business, (d) (i) granted any Material Adverse Effect increase in the salaries (other than normal increases for employees averaging not in excess of ten percent per annum made in the Ordinary Course of Business) or other material compensation or benefits payable or to become payable to, or any advance (excluding advances for ordinary business expenses consistent with respect to past practice) or loan to, any officer, director, shareholder, member, partner, employee or independent contractor of the CompanyCompany or Subsidiary, (ii) made any damagepayments to any pension, destruction retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans, (iii) granted or made any other material payment of any kind to or on behalf of any officer, director, member, partner, shareholder, employee or independent contractor other than payment of base compensation, commissions in accordance with existing policies and reimbursement for reasonable expenses in the Ordinary Course of Business, or (iv) adopted, amended or terminated any employee benefit plan (including any Benefit Plan) or any stay bonus, retention bonus, transaction bonus or change in control bonus plan or arrangement, other than, in any case, annual health and welfare benefit renewals and amendments required by applicable Law, (e) suffered any material change or, to the knowledge of Sellers, received any threat of any change in any of its relations with, or any loss or, to the knowledge of Sellers, threat of loss of, any of the suppliers, clients, distributors, customers or employees that are material to the Business, including any loss or change which may result from the transactions contemplated by this Agreement, (f) disposed of or failed to keep in effect any rights in, to or for the use of any Permit material to the Business, (g) changed any method of keeping of its books of account or accounting practices, (h) disposed of or failed to keep in effect any rights in, to or for the use of any of the Intellectual Property material to the Business, (i) sold, transferred or otherwise disposed of any assets, properties or rights of the Business with a value in excess of $25,000, except inventory sold in the Ordinary Course of Business, (j) entered into any transaction or Contract outside the Ordinary Course of Business or with any partner, shareholder, member, officer, director or other Affiliate of the Company, Subsidiary or any Seller, (k) made or authorized any single capital expenditure in excess of $25,000, or capital expenditures in excess of $50,000 in the aggregate, (l) changed or modified in any manner its existing credit, collection and payment policies, procedures and practices with respect to accounts receivable and accounts payable, respectively, including acceleration of collections of receivables, failure to make or delay in making collections of receivables (whether or not covered by insurancepast due), acceleration of payment of payables or failure to pay or delay in payment of payables, (m) incurred any material damage, destruction, theft, loss or business interruption, (n) made any declaration, payment or setting aside for payment of any distribution (whether in equity or property) with respect to any property securities or asset interests of the Company or Subsidiary, (o) made (except as consistent with past practice) or revoked any Tax election or settled or compromised any material Liability for Taxes with any Taxing Authority, (p) waived or released any material right or claim of the Company or Subsidiary and havingor incurred any modifications, individually amendments or terminations of any Contracts which are in the aggregate, a Material Adverse Effect with respect aggregate materially adverse to the Company, Subsidiary or the Business, or (iiiq) instituted any material change by in its conduct of the Company Business or any material change in its accounting methods, principles practices or practices, with respect to the Company (iv) any revaluation by the Company methods of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Companycash management.

Absence of Certain Changes or Events. Since December 31, 1998, except (a) Except as set forth in Section 3.08 of Schedule 4.1.9, or expressly disclosed in either the Disclosure Schedule June 30 GAAP Statements or as the June 30 SAP Statements and except for the transactions contemplated by this Agreement or disclosed in any SEC Report filed and the Related Agreements and except as permitted by the Shinnecock Purchase Agreement since December 31, 1998 1994, FMI and prior to each of the date of this Agreement, the Company and the Subsidiaries have Acquired Companies has conducted their businesses its business only in the ordinary course and in a manner consistent with its past practice andpractices, since December 31, 1998, there and neither FMI nor any of the Acquired Companies has not been (i) any Material Adverse Effect with respect borrowed, or agreed to the Companyborrow, funds, (ii) experienced any damage, destruction or loss (whether or that, to the extent not covered by insurance) with respect , has had or reasonably would be expected to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, have a Material Adverse Effect with respect to the CompanyEffect, (iii) declared, set aside or paid any material change by the Company dividend or other distribution (whether in cash, stock or property) in respect of its accounting methods, principles or practices, with respect to the Company capital stock (iv) entered into any revaluation by the Company material transaction, contract or commitment involving any director or executive officer of any asset (includingSeller, without limitationFMI, any writing down of the value of inventory Acquired Company or writing off of notes any retained Company, (v) granted or accounts receivable)committed to grant to any officer, other than director or, except in the ordinary course of business consistent with past practice, (v) employee of Seller, FMI, any failure by the Acquired Company to revalue or any asset Retained Company any material increase in accordance with GAAP consistent with past practicecompensation or benefits, (vi) granted or committed to grant to any entry by the officer, director or other employee of Seller, FMI, any Acquired Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10Retained Company, any increase in or establishment right to severance or termination pay or any other compensation or benefits payable upon a change in control of any bonussuch entity, insurance(vii) in the case of any of the Acquired Insurance Companies, severancemade, deferred compensationor agreed to make, pensionany material change in its underwriting, retirementpricing, profit sharingactuarial or investment practices or policies, stock option (or made, or agreed to make, any material change in its financial, Tax or accounting practices or policies, in either case including, without limitation, any basis for establishing reserves or any depreciation or amortization policies or rates, (viii) in the granting case of stock optionsany of the Acquired Insurance Companies, stock appreciation rights, performance awards experienced any material increase or restricted stock awards), stock purchase or other employee benefit plandecrease in the percentage of its reinsured business, or any other material increase in the compensation payable or to become payable to any officers or key employees of the Company its lapse ratio, or any Subsidiary, except customary increases in compensation to employees generally incurred material decrease in the ordinary course amount of business consistent with past practiceits in-force business, (ix) suffered any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, Material Adverse Effect or (x) taken any entering intoaction that, renewalif taken after the date hereof, modification or extension of, reasonably would be expected to constitute a material breach of any contract, arrangement or agreement with any other party having, individually or of the covenants set forth in the aggregate, a Material Adverse Effect with respect to the Company.Section V.

Absence of Certain Changes or Events. Since December 31, 1998, except Except (i) as set forth in Section 3.08 of Schedule 5.7, or in the Disclosure Schedule or reports, schedules, registration statements and definitive proxy statements filed by MPS with the SEC and (ii) as otherwise contemplated by this Agreement or disclosed in any SEC Report filed Agreement, since December 31, 1998 and prior to the date of this Agreement, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998, Sellers Recent Balance Sheets there has not been (ia) any Material Adverse Effect with respect to the Company, Effect; (iib) any damage, destruction or loss (casualty loss, whether or not covered by insurance) with respect to any property insurance or asset of the Company or any Subsidiary and havingnot, which, individually or in the aggregate, create a Material Adverse Effect with respect to the Company, Effect; (iiic) any material change by the Company in its accounting methodsentry into any agreement, principles commitment or practices, with respect to the Company (iv) any revaluation by the Company of any asset transaction (including, without limitation, any writing down borrowing, capital expenditure or capital financing, any amendment or termination of any contract or agreement, or any waiver of material rights) by the Sellers with respect to the Purchased Assets, except agreements, commitments or transactions in the ordinary course of business consistent with past practice that individually or in the aggregate are not material to the Purchased Assets, the operation or maintenance of the value Purchased Assets, or the business of inventory the Sellers in connection therewith, and except agreements, commitments or writing off transactions that do not extend beyond the Closing Date with respect to the Purchased Assets; (d) any change by the Sellers, with respect to the Purchased Assets, in accounting methods, principles or practices except as required or permitted by generally accepted accounting principles; (e) any increase in the compensation, salaries or wages payable to or to become payable to any Employee (including, without limitation, any increase or change pursuant to any bonus, pension, profit sharing, retirement or other plan or commitment), or any bonus or other employee benefit granted, made or accrued to or for the benefit of notes or accounts receivable)any Employee, other than in the ordinary course of business consistent with past practice, ; (vf) any failure by loan or advance (other than advances to Employees in the Company to revalue any asset ordinary course of business for travel and entertainment in accordance with GAAP consistent with past practice) to any Person including, but not limited to, any Employee; or (vig) any entry by sale, lease, or other transfer or disposition of any properties or assets of the Company or any Subsidiary into any commitment or transaction material Sellers related to the Company and Purchased Assets, the Subsidiaries taken as a whole, (vii) any declaration, setting aside operation or payment of any dividend or distribution in respect of any capital stock maintenance of the Company Purchased Assets, or any redemptionthe business of the Sellers in connection with the Purchased Assets, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in transfers or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred dispositions in the ordinary course of business consistent with past practice, (ix) any entering intoand other than dispositions of obsolete or unusable property, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, that individually or in the aggregate, a Material Adverse Effect with respect aggregate are not material to the CompanyPurchased Assets, the operation or maintenance of the Purchased Assets or the business of the Sellers in connection therewith.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 of the Company Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed stated on the unaudited interim balance sheet of the company at June 30, 2000, since December 31, 1998 and prior to the date of this Agreement1999, the Company and the Subsidiaries have has conducted their businesses its business only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998such date, there has not been (i) any Company Material Adverse Effect with respect to the CompanyEffect, (ii) any damage, destruction event that could reasonably be expected to prevent or loss (whether or not covered by insurance) with respect to any property or asset materially delay the performance of the Company or any Subsidiary Company's obligations pursuant to this Agreement and having, individually or in the aggregate, a Material Adverse Effect with respect to consummation of the transactions contemplated hereby by the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock the shares of the Company Capital Stock or any redemption, purchase or other acquisition of any of its the Company's securities, (viiiv) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers employees, officers, consultants or key employees directors of the Company, (vi) any issuance or sale of any stock, notes, bonds or other securities, or entering into any agreement with respect thereto, (vii) any amendment to the Company's Charter or Bylaws, (viii) other than in the ordinary course of business consistent with past practice, any (x) purchase, sale, assignment or transfer of any material assets, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible, except for liens for Taxes not yet delinquent and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Company Material Adverse Effect, or (z) waiver of any rights of material value or cancellation or any Subsidiarymaterial debts or claims, (ix) any incurrence of any material liability (absolute or contingent), except customary increases in compensation to employees generally for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (ixx) any entering intoincurrence of any damage, renewaldestruction or similar loss, modification whether or extension ofnot covered by insurance, any material contract, arrangement materially affecting the business or agreement with any affiliate properties of the Company, or (xxi) any entering into, renewal, modification or extension of, into any contract, arrangement or agreement with any transaction of a material nature other party having, individually or than in the aggregateordinary course of business, a Material Adverse Effect consistent with past practice, or (xii) any current negotiation (or, with respect to clauses (ii), (iii), (iv) or (vii) any negotiation, whether past or current) or any agreement by the CompanyCompany to do any of the things described in the preceding clauses (i) through (xi).

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 on Schedule 3.12 of the Company Disclosure Schedule or in the Company Financial Statements, or as otherwise expressly permitted or expressly contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this Agreement, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 19982017, there has not been (i) any Material Adverse Effect with respect to change or development in the Companybusiness, operations, assets, liabilities, condition (ii) any damagefinancial or otherwise), destruction results of operations, cash flows or loss (whether or not covered by insurance) with respect to any property or asset properties of the Company or any Subsidiary and havingof its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect with respect to the CompanyEffect, (iiiii) any material change by the Company or any of its Subsidiaries in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation other than changes required by applicable law or GAAP or regulatory accounting as concurred in by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practiceCompany’s independent registered public accounting firm, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (viiii) any entry by the Company or any Subsidiary of its Subsidiaries into any contract or commitment of (A) more than $100,000 or transaction material to (B) $50,000 per annum with a term of more than one year, other than loans and loan commitments in the Company and the Subsidiaries taken as a wholeordinary course of business, (viiiv) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any of its Subsidiaries or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts the ordinary course of business consistent with past practice or with respect to shares tendered in payment for the exercise of stock options or withheld for tax purposes upon the vesting of restricted stock awards or performance share awards or upon the exercise of stock options, (as in effect on the date hereofv) referred to in Section 3.10, any increase in establishment or establishment amendment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any directors or executive officers of the Company or any of its Subsidiaries, or any contract or arrangement entered into to make or grant any severance or termination pay, or the taking of any action not in the ordinary course of business with respect to the compensation or employment of directors, officers or key employees of the Company or any Subsidiaryof its Subsidiaries, except customary increases (vi) any material closing agreement, settlement, election or other action made by the Company or any of its Subsidiaries for federal or state income tax purposes, (vii) any material change in compensation the credit policies or procedures of the Company or any of its Subsidiaries, the effect of which was or is to employees generally incurred make any such policy or procedure less restrictive in any respect, (viii) any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into, other than loans and loan commitments, or (ix) any material lease of real or personal property entered into, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Absence of Certain Changes or Events. Since December 31April 30, 1998, except as contemplated by this Agreement, set forth in Section 3.08 3.13 of the Company Disclosure Schedule or as contemplated by this Agreement or disclosed in any Company SEC Report filed since December Document prior to July 31, 1998 and prior to the date of this Agreement1998, the Company and the each of its Subsidiaries have has conducted their businesses its business only in the ordinary course and in a manner consistent with past practice andpractice, since December 31, 1998, and there has not been (i) any damage, destruction or loss, whether covered by insurance or not, having or which, insofar as reasonably can be foreseen, in the future would have a Material Adverse Effect with respect to the CompanyEffect, (ii) any damagedeclaration, destruction setting aside or loss payment of any dividend (whether in cash, stock or not covered by insuranceproperty) with respect to Company Common Stock, or any property redemption, purchase or asset other acquisition of any of its securities, (iii) any event or change in the business, operations, properties, condition (financial or otherwise), assets or liabilities (including, without limitation, contingent liabilities) of the Company or any Subsidiary and of its Subsidiaries having, individually or which, insofar as reasonably can be foreseen, in the aggregate, future would have a Material Adverse Effect with respect Effect, (iv) any labor dispute, other than routine matters, none of which is material to the CompanyCompany or any of its Subsidiaries, (iiiv) any entry into any material commitment or transaction (including, without limitation, any borrowing or capital expenditure) other than in the ordinary course of business consistent with past practice, (vi) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (ivvii) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiaryof its Subsidiaries, except customary increases in compensation or (ix) entry by the Company or any of its Subsidiaries into any licensing or other agreement with regard to employees generally incurred the acquisition or disposition of any material Intellectual Property other than non-exclusive licenses granted in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as set forth in Section 3.08 3.4 of the Seller Disclosure Schedule or Letter, as contemplated by otherwise disclosed in this Agreement or disclosed in any SEC Report filed as otherwise contemplated or permitted by this Agreement, since December March 31, 1998 and prior 2010 to the date of this Agreement, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998, there has not been (i) any Material Adverse Effect and the Acquired Companies have conducted the Business conducted by them in the ordinary course, consistent with past practice, and have not, with respect to the CompanyBusiness (except for actions taken as part of the Pre-Closing Reorganization Transactions): (i) sold, assigned, pledged or otherwise transferred any Business Assets that are material to the Business as a whole; (ii) acquired an interest of five percent (5%) or more in any damagePerson or acquired a substantial portion of the assets or business of any Person or any division or line of business of any Person; (iii) made any capital expenditures or commitments for any capital expenditures relating to the Business other than (A) in accordance with the Business’ fiscal year 2010 capital expenditure plan previously made available to Buyer, destruction (B) in connection with the repair or loss replacement of facilities destroyed or damaged due to casualty or accident (whether or not covered by insurance) with respect or (C) otherwise in an aggregate amount for all such capital expenditures made pursuant to any property or asset of the Company or any Subsidiary and having, individually or this clause (C) not exceeding $5 million in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company ; (iv) terminated or materially amended any revaluation Material Business Contract or material IP Contract; (v) suffered any material damage, destruction or other casualty loss (not covered by insurance) to the Company of any asset Business Assets; (including, without limitation, any writing down of the value of inventory vi) except for (1) merit increases in base compensation or writing off of notes or accounts receivable), other than wage rates in the ordinary course of business consistent with past practice, or (v2) any failure if required by the Company to revalue any asset in accordance with GAAP consistent with past practiceLaw, (vi) any entry by the Company existing employment or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a wholecollective bargaining agreements, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in increased the compensation payable or to become payable by an Acquired Company to any officers or key employees of the Business Employees or increased any bonus, insurance, pension or other employee benefit plan, payment or arrangement made by an Acquired Company for or with any Subsidiarysuch Business Employees, except customary increases other than in compensation connection with non-material changes to employee benefit plans or arrangements applicable to covered employees generally incurred and not disproportionately affecting Business Employees; (vii) entered into, amended, modified or terminated any labor agreement, collective bargaining agreement or other contract with any labor organization, union or association in respect to the ordinary course Business Employees; (viii) made any material change in any accounting method, practice or principle or in any system of business consistent with past practiceinternal accounting controls, other than as required by applicable accounting or regulatory authority applicable to the Business; or (ix) entered into an agreement to do any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Companyforegoing.

Absence of Certain Changes or Events. Since December 31, 1998, except Except as disclosed in ------------------------------------ the Company SEC Reports filed prior to the date of this Agreement or as set forth in Section 3.08 of the Company Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed Schedule, since December 31September 30, 1998 and prior to the date of this Agreement------------ 1996, the Company and the Subsidiaries its subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 1998, and there has not been (i) any Material Adverse Effect with respect to the Company, (iia) any damage, destruction or loss (with respect to any assets of the Company or any of its subsidiaries that, whether or not covered by insurance) with respect to any property or asset of the , would constitute a Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (iiib) any material change by the Company or its subsidiaries in its their significant accounting methodspolicies, principles or practices, with respect (c) except for dividends by a subsidiary of the Company to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down or another wholly owned subsidiary of the value of inventory or writing off of notes or accounts receivable)Company, other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend dividends or distribution distributions in respect of shares of Company Common Stock or the shares of stock of, or other equity interests in, any capital stock subsidiary of the Company or any redemption, purchase or other acquisition of any of its securitiesthe Company's securities or any of the securities of any subsidiary of the Company, (viiid) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any material increase in the benefits under, or the establishment of or amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option performance awards (including, without limitation, the granting of stock options, stock appreciation rights, performance awards rights or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any of the directors or officers of the Company or key the employees of the Company or any Subsidiaryits subsidiaries as a group, except customary for (i) increases in compensation salaries or wages payable or to employees generally incurred become payable in the ordinary course of business and consistent with past practice, practice or (ixii) any entering into, renewal, modification the granting of stock options in the ordinary course of business to employees of the Company or extension of, any material contract, arrangement its subsidiaries who are not directors or agreement with any affiliate executive officers of the Company, or (xe) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Company Material Adverse Effect with respect to the CompanyEffect.

Absence of Certain Changes or Events. Since December 31, 1998, except as set forth Except for liabilities ------------------------------------- incurred in Section 3.08 of the Disclosure Schedule or as contemplated by connection with this Agreement or the Option Agreement and except as disclosed in any the SEC Report Documents filed since December 31, 1998 by the Company and publicly available prior to the date of this AgreementAgreement (the "Filed SEC Documents"), since the date of the most recent Filed SEC Document, the Company and the its Subsidiaries have conducted their businesses business only in the ordinary course and in a manner consistent with past practice andpractice, since December 31, 1998and except as otherwise provided in the Company Disclosure Schedule, there has not been (i) any Material Adverse Effect with respect to the CompanyChange, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock, (iii) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (w) any capital stock granting by the Company or any of its Subsidiaries to any current or former director, executive officer or other key employee of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, Subsidiaries of any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase bonus or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiarybenefits, except customary for normal increases in cash compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification practice or extension of, any material contract, arrangement or agreement with any affiliate as was required under employment agreements in effect as of the Companydate of the most recent Filed SEC Document, or (x) any entering granting by the Company or any of its Subsidiaries to any such current or former director, executive officer or other key employee of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements in effect as of the date of the most recent Filed SEC Document, (y) any entry by the Company or any of its Subsidiaries into, renewal, modification or extension any amendment of, any contractemployment, arrangement deferred compensation, consulting, severance, termination or indemnification agreement with any other party havingsuch current or former director, executive officer or key employee or (z) any amendment to, or modification of, any Stock Option, (v) any damage, destruction or loss, whether or not covered by insurance, that individually or in the aggregateaggregate is reasonably likely to have a Material Adverse Effect, (vi) any change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities or businesses, except insofar as may have been required by a change in GAAP, or (vii) any tax election that individually or in the aggregate is reasonably likely to have a Material Adverse Effect with respect to on the CompanyCompany or any of its tax attributes or any settlement or compromise of any material income tax liability.

Absence of Certain Changes or Events. Since December 31, 1998, except (i) Except as set forth in Section 3.08 4.1(f) of the Disclosure Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed Schedule, since December 31, 1998 and prior to the date of this Agreement1999, the Company and the its Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice andpractice, since December 31, 1998, and there has not been been: (A) any event, change, occurrence, or development of a state of facts or circumstances having, or which would reasonably be expected to have, a Material Adverse Effect on the Company; (B) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends) or other distribution in respect of shares of the Company's capital stock, or any redemption or other acquisition by the Company or any of its Subsidiaries of any shares of its capital stock; (C) any (i) grant of any Material Adverse Effect severance or termination pay to (or amendment to any such existing arrangement with) any director or officer of the Company or any of its Subsidiaries or, other than in the ordinary course of business consistent with past practice, any employee (other than employees who receive less than $200,000 in total annual cash compensation from the Company or any of its Subsidiaries) of the Company or any of its Subsidiaries, (ii) entering into of any employment, severance, change of control, deferred compensation or other similar arrangement (or any amendment to any such existing agreement) with any director or officer of the Company or any of its Subsidiaries or, other than in the ordinary course of business consistent with past practice, any employee (other than employees who receive less than $200,000 in total annual cash compensation from the Company or any of its Subsidiaries) of the Company or any of its Subsidiaries, (iii) any increase in benefits payable under any existing severance, change of control or termination pay policies or employment, severance or change of control agreements with respect to any director or officer of the CompanyCompany or any of its Subsidiaries or, other than in the ordinary course of business consistent with past practice, any employee (other than employees who receive less than $200,000 in total annual cash compensation from the Company or any of its Subsidiaries) of the Company or any of its Subsidiaries, (iiiv) increase in (or amendments to the terms of) compensation, bonus or other benefits payable to directors, officers or employees (other than employees who receive less than $200,000 in total annual cash compensation from the Company or any of its Subsidiaries) of the Company or any of its Subsidiaries, other than in the ordinary course of business consistent with past practice, (v) any adoption or agreement to adopt any collective bargaining agreement or any Company Plan or (vi) grant of stock options or stock-based rights under any Company Plan; (D) any change by the Company or any of its Subsidiaries in accounting methods, principles or practices, except as required by generally accepted accounting principles ; (E) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset assets of the Company or any Subsidiary and havingof its Subsidiaries which is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect with respect to the Company, Effect; (iii) any material change by the Company in its accounting methods, principles or practices, with respect to the Company (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (viF) any entry by the Company or any Subsidiary of its Subsidiaries into any commitment or transaction transactions material to the Company and the its Subsidiaries taken as a whole, whole (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in commitments or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred transactions entered into in the ordinary course of business consistent with past practicebusiness); (G) as of the date hereof, any revaluation by the Company or any of its Subsidiaries of any of their respective material assets, including but not limited to writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; or (ixH) any entering into, renewal, modification agreement or extension of, commitment by the Company or any material contract, arrangement or agreement with of its Subsidiaries to do any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or things described in the aggregate, a Material Adverse Effect with respect to the Companypreceding clauses (A) through (G) otherwise than as expressly provided for herein.

Absence of Certain Changes or Events. Since Except as set forth on Schedule 3.7, since December 31, 19982022, the Company has conducted its business only in the Ordinary Course of Business and there has not been a Material Adverse Effect. Without limiting the foregoing, except as set forth in Section 3.08 of the Disclosure on Schedule or as contemplated by this Agreement or disclosed in any SEC Report filed since December 31, 1998 and prior to the date of this Agreement, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and3.7, since December 31, 19982022, there the Company has not been (a) issued, purchased or redeemed any of its equity securities, or granted or issued any option, warrant or other right to purchase or acquire any such equity securities, (b) incurred or discharged any Liabilities, except Liabilities incurred or discharged in the Ordinary Course of Business, (c) encumbered any of its properties or assets, tangible or intangible, except for Encumbrances incurred in the Ordinary Course of Business, (d) (i) granted any Material Adverse Effect increase in the salaries (other than normal increases for employees averaging not in excess of five percent per annum made in the Ordinary Course of Business) or other compensation or benefits payable or to become payable to, or any advance (excluding advances for ordinary business expenses consistent with respect to past practice) or loan to, any officer, director, shareholder, member, partner, employee or independent contractor of the Company, (ii) made any damagepayments to any pension, destruction retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans, (iii) granted or made any other payment of any kind to or on behalf of any officer, director, member, partner, shareholder, employee or independent contractor other than payment of base compensation and reimbursement for reasonable expenses in the Ordinary Course of Business, or (iv) adopted, amended or terminated any employee benefit plan (including any Benefit Plan) or any stay bonus, retention bonus, transaction bonus or change in control bonus plan or arrangement, other than, in any case, amendments required by applicable Law, (e) suffered any change or, to the knowledge of the Shareholder Parties, received any threat of any change in any of its relations with, or any loss or, to the knowledge of the Shareholder Parties, threat of loss of, any of the suppliers, clients, distributors, customers or employees that are material to the Business, including any loss or change which may result from the transactions contemplated by this Agreement, (f) disposed of or failed to keep in effect any rights in, to or for the use of any Permit material to the Business, (g) changed any method of keeping of its books of account or accounting practices, (h) disposed of or failed to keep in effect any rights in, to or for the use of any of the Intellectual Property material to the Business, (i) sold, transferred or otherwise disposed of any assets, properties or rights of the Business with a value in excess of $25,000, except inventory sold in the Ordinary Course of Business, (j) entered into any transaction or Contract outside the Ordinary Course of Business or with any partner, shareholder, member, officer, director or other Affiliate of the Company or any Shareholder Party, (k) made or authorized any single capital expenditure in excess of $25,000, or capital expenditures in excess of $50,000 in the aggregate, (l) changed or modified in any manner its existing credit, collection and payment policies, procedures and practices with respect to accounts receivable and accounts payable, respectively, including acceleration of collections of receivables, failure to make or delay in making collections of receivables (whether or not covered by insurancepast due), acceleration of payment of payables or failure to pay or delay in payment of payables, (m) incurred any material damage, destruction, theft, loss or business interruption, (n) made any declaration, payment or setting aside for payment of any distribution (whether in equity or property) with respect to any property securities or asset interests of the Company, (o) made (except as consistent with past practice) or revoked any Tax election or settled or compromised any material Liability for Taxes with any Taxing Authority, (p) waived or released any material right or claim of the Company or incurred any Subsidiary and havingmodifications, individually amendments or terminations of any Contracts which are in the aggregate, a Material Adverse Effect with respect aggregate materially adverse to the CompanyCompany or the Business, or (iiiq) instituted any material change by in its conduct of the Company Business or any material change in its accounting methods, principles practices or practices, with respect to the Company (iv) any revaluation by the Company methods of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, (v) any failure by the Company to revalue any asset in accordance with GAAP consistent with past practice, (vi) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole, (vii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (viii) other than as set forth in any contracts (as in effect on the date hereof) referred to in Section 3.10, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except customary increases in compensation to employees generally incurred in the ordinary course of business consistent with past practice, (ix) any entering into, renewal, modification or extension of, any material contract, arrangement or agreement with any affiliate of the Company, or (x) any entering into, renewal, modification or extension of, any contract, arrangement or agreement with any other party having, individually or in the aggregate, a Material Adverse Effect with respect to the Companycash management.